PHYSICIAN EMPLOYMENT AGREEMENT
AGREEMENT made as of December 30, 1996 between W. Banks Hinshaw, Jr., M.D. residing at 5146
Southwest 9 Lane, Gainesville, Florida 32607 ("Physician") and Women's Medical & Diagnostic Center, Inc., a
Florida corporation, having its principal place of business at Office Park West, 222 Southwest 36th Terrace,
Gainesville, Florida 32607 ("WMDC").
R E C I T A L S:
WMDC specializes in the provision of gynecological services, including treatment of peri- and post menopausal
women ("Medical Services").
Physician is duly licensed to practice medicine in the State of Florida and specializes in the provision of Medical
Services. Physician has of even date pursuant to an Asset Purchase Agreement (the "Asset Purchase
Agreement") sold certain assets to WMDC related to Physician's medical practice.
In order to further facilitate the provision of Medical Services by WMDC, WMDC desires to employ Physician
and Physician desires to accept such employment, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration set forth
herein, the parties agree as follows:
1. ENGAGEMENT. WMDC hereby employs Physician and Physician hereby accepts such employment to
devote Physician's professional time, effort and ability to the provision of Medical Services under the terms and
conditions contained herein and as the parties may agree from time to time.
(a) Physician shall serve as a staff physician of WMDC and, as such, provide patient care and clinical backup, in
Physician's specialty, as required to ensure the proper provision of services to patients of WMDC at WMDC's
office at the address set forth in Schedule A (the "Offices"), and/or such other location as shall be mutually agreed
to by WMDC and Physician. Physician agrees to devote Physician's professional time, effort and ability to the
provision of Medical Services under the terms and conditions contained herein and as the parties