Locum tenens

VISTA STAFFING SOLUTIONS, INC. Dated:

675 East 2100 South, Suite 390

Salt Lake City, Utah 84106

Telephone: (801) 487-8190

Fax: (801) 487-8197

PROFESSIONAL SERVICES PLACEMENT AGREEMENT

This Professional Services Placement Agreement is entered into between VISTA STAFFING SOLUTIONS, INC., and the physician set forth below according to the following terms, conditions, and provisions:

Physician (hereinafter "Physician") is identified as follows: Name: _____________________________

Entity: [ ] Sole Proprietorship [ ] Partnership [ ] Address: ___________________________________________

Business Telephone: ( ) - Fax: ( ) - Social Security or Employer Identification Number:

2. Work To Be Performed. VISTA agrees to use its best efforts to locate hospitals, physicians, medical clinics or other medical providers (hereinafter "Medical Facility Clients") desiring temporary Locum Tenens services at which Physician may accept assignments on an independent contractor basis. VISTA's offices are in the State of Utah, where all its services under this agreement are performed.

Physician agrees, during the term of this Agreement, to provide medical services on a Locum Tenens basis to Medical Facility Clients of VISTA.

3. Term and Termination. This Agreement shall have a term of one (1) year commencing with the date of this Agreement, and shall be automatically renewed for succeeding one year terms unless otherwise terminated as provided herein. This Agreement may be terminated by VISTA without notice in the event of Physician's death, the denial or revocation of any hospital privileges for Physician, the revocation or suspension of Physician's licensing as a Physician in any state or the request by a Medical Facility Client of VISTA that Physician be removed from such facility for any reason during the term of a Placement of Physician at such facility.

This Agreement may be terminated by either party by giving sixty (60) days written notice to the other party. This Agreement shall remain in effect during the 60-day notice period.

4. Placement ,Terms and Payment. Physician agrees to be available to provide Locum Tenens services for Medical Facility Clients ("Clients") of VISTA (hereinafter "Placements") as agreed upon by the parties. Physician assigns to VISTA the right to receive contract payments for Locum Tenens services from VISTA's Clients in Placements made pursuant to this contract. From the amounts received, VISTA will pay over to Physician the sums provided on Exhibit "A", attached hereto, and retain amounts received in excess of such sums as payment for its services in locating and arranging the Placement for Physician. Placements shall be agreed upon orally or in writing between Physician and VISTA, contingent upon VISTA and the intended Medical Facility Client ("Client") also agreeing upon the placement of Physician with Client. For each placement agreed upon between VISTA, Physician, and Client, a Placement Letter shall be generated by VISTA and delivered by mail, fax, or otherwise to Physician, stating the terms as agreed to by Physician and VISTA. The basic form of the Placement letter is attached as Exhibit "B". The form may be varied as appropriate to reflect the terms agreed to for a particular placement, and the provisions of a Placement Letter shall be binding unless Physician objects to any provisions of the Placement Letter as not stating the agreed terms within 24 hours after receipt, and shall control over provisions of this Agreement in case of conflict. The terms of each Placement shall allow the Client to cancel any scheduled Placement without cost by giving VISTA no less than thirty (30) days written notice. If Client reasonably finds the performance of Physician to be unacceptable for reasons of professional competence or personal conduct, it shall give notice to VISTA and may then remove Physician from the Placement.

5. Reimbursement of Expenses. VISTA shall not be liable to Physician for any expenses paid or incurred by Physician, except expenses as provided in the expense reimbursement policy described in Exhibit "A", attached hereto, shall be collected by VISTA from the Client and paid over to Physician.

6. Insurance. From the amounts received by VISTA for its Placement services under this Agreement, VISTA agrees to provide medical malpractice insurance coverage under VISTA's current group malpractice policy for Physician's actions or omissions in the normal course of Placements made under this contract, provided information submitted by Physician to the malpractice insurance carrier is true and complete. Physician agrees to provide full cooperation in the defense of any malpractice claim.

7. Instruments, Tools, Clothing and Other Supplies. Physician understands that the Client is responsible for supplying instruments, tools or other supplies necessary for any placement. Physician shall supply clothing and any instruments, tools or other supplies not normally available at a Client.

8. Records. Physician agrees to maintain customary medical records in accordance with the standards set by the Client at which Physician accepts a Placement pursuant to this Agreement and agrees that such records shall be and remain the property of such Client. This shall not prevent Physician from keeping or retaining personal notes.

9. Physician's Employment. Physician understands that if he/she accepts employment or a permanent Placement for his/hers services with a Client of VISTA, or an affiliate of such Client, within two (2) years after Physician's Placement or VISTA's introduction of Physician to such Client or VISTA's provision of Physician's curriculum vitae to such client, that VISTA will be entitled to receive its then scheduled recruitment fee from VISTA's Client or affiliate. Within such two-year period, Physician will not accept such employment or agree to provide such permanent physician services unless the recruitment fee is paid to VISTA. VISTA agrees to provide confirmation regarding payment or nonpayment of the recruitment fee upon physician's request.

10. Non-competition. During the term of this Agreement and for two (2) years thereafter, Physician agrees: (a) not to directly or indirectly provide Locum Tenens services to any Client at which Physician has accepted or been offered a Placement under this Agreement, or any affiliate of such Client; (b) not to directly or indirectly engage in the practice of medicine in competition with a Client of VISTA at which Physician accepted a placement under this Agreement, unless the Client has agreed to waive this prohibition of competition. Nothing in this paragraph shall prevent Physician from engaging in the practice of medicine on a permanent or Locum Tenens basis in any other location. Physician's obligations under this paragraph may be enforced by either VISTA or its Client(s) affected by any breach of those obligations.

11. Performance by Physician, Relationship Between Parties. Physician's relationship to VISTA under this Agreement, and Physician's relationship to any Client, shall be and remain that of independent contractor. Physician shall not exercise any control of any nature over the manner in which VISTA conducts its activities under this Agreement. VISTA shall not exercise any control of any nature relating to the manner in which or means by which Physician performs professional medical services or reaches decisions in the practice of medicine in any Placement. Physician shall be responsible for Physician's professional actions and shall be subject to and comply with all applicable statutory provisions and all rules and regulations, with the rules of ethics of the medical profession governing Physician's professional conduct, and any rules and requirements of any of VISTA's Clients at which Physician accepts Placement. Physician promises that he/she will disclose any known infection to any patients whom he/she treats as a result of his/her placements through VISTA. Physician also agrees to provide to each Client of VISTA with which Physician does or may receive placement, information regarding any disabilities (including infection with any communicable disease) which pose a direct threat to the health or safety of other persons at the Client or which prevent Physician from performing the essential functions of a placement. Physician will cooperate with the Client to determine whether such threat or inability to perform can be eliminated by reasonable accommodations by the Client. Physician shall not be considered an employee of VISTA for any purpose. Nothing in this Agreement shall be construed to mean or imply that VISTA is engaged in any fashion in the practice of medicine. Physician agrees to hold VISTA harmless in connection with or as a result of Physician's services to VISTA's Clients pursuant to this Agreement. VISTA agrees to hold Physician harmless in connection with or as a result of VISTA's locum tenens placement services to VISTA's Clients. Physician agrees to participate in and cooperate with VISTA's peer review and quality programs.

12. Notice. Physician agrees to provide written notice to VISTA of any act or omission of Physician which could result in a claim of legal liability against Physician, whether justified or unjustified, within ten (10) days of Physician's knowledge of facts which should reasonably put Physician on notice of the possibility of such a claim. Physician will immediately notify VISTA of any disciplinary proceedings which may be filed involving Physician, of any malpractice actions filed against Physician, and of any complaints regarding Physician's services during any Placement.

13. Billings for Services. Physician agrees that all billings for services rendered to patients during any Placement shall be and remain the property of, and shall be invoiced and collected by, the Client at which Physician accepts Placement. Physician grants to such Client the authority to endorse and deposit as appropriate all checks and other instruments or items that may be payable to Physician with respect to such services rendered by Physician.

14. Federal, State, and Local Payroll Taxes. Except in jurisdictions requiring withholding on payments to independent contractors. neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld or paid by VISTA on behalf of Physician or the employees of Physician. Physician shall not be treated as an employee with respect to the services performed in any Placement hereunder for federal or state tax purposes.

15. Fringe Benefits. Because Physician is engaged in Physician's own independent business and profession, Physician is not eligible for, and shall not participate in, any VISTA pension, health or other fringe benefit plan. All expenses other than those specifically covered by a Placement Letter, including automobile insurance, are Physician's responsibility.

16. Physician's Tax Duties and Liabilities. Physician understands that Physician is responsible to pay, according to law, Physician's income taxes. If Physician is not a corporation, Physician further understands that Physician may be liable for self-employment (social security) tax, to be paid by Physician according to law. Physician agrees to provide VISTA a certificate regarding his payment of such taxes upon request by VISTA .

17. VISTA Not Responsible for Worker's Compensation or Unemployment Insurance. No Worker's Compensation or unemployment insurance shall be obtained by VISTA concerning Physician or the employees of Physician. Physician shall comply with the Worker's Compensation law concerning Physician and the employees of Physician. Physician waives any claims against VISTA for unemployment or Worker's Compensation claims.

18. No Waiver. The failure of either party to exercise any of its rights under this Agreement shall not be deemed to be a waiver of such rights.

19. No Authority to Bind VISTA. Physician has no authority to enter into contracts or agreements on behalf of VISTA. This Agreement does not create a partnership or any agency relationship between the parties.

20. Notices. Any notice by VISTA to Physician of an opportunity for Placement for Locum Tenens services at a Client of VISTA may be given either orally or in writing sent by facsimile, mail or equivalent means. Physician's acceptance or refusal of such Placements may be provided in a similar manner. All other notices may be given to any party at the telephone number listed above, when oral notice is allowed, or by delivering to the party at the party's address stated herein. Any party may change its address stated herein by giving notice of the change to the other party.

21. Assignability. Physician's rights and obligations under this Agreement may not be assigned without written approval by VISTA.

22. Governing Law. Any dispute under this Agreement or related to this Agreement shall be decided in accordance with the laws of the State of Utah.

23. Amendments. This Agreement may be supplemented, amended, or revised only in writing signed by the parties.

24. Severability. If any part of this Agreement shall be held unenforceable, the rest or this Agreement will nevertheless remain in full force and effect.

25. Breach. In any action brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover a reasonable attorney's fee and all costs incurred, in addition to other remedies at law. Physician and VISTA agree that this Agreement may be enforced by injunction, specific performance and/or damages.

26. Delay. Neither party hereto nor any Client shall be liable in damages for any delay or default in performing its obligations under this Agreement or any Placement Letter if such delay or default is caused by conditions beyond its control, including, but not limited to, acts of God, governmental restrictions, strikes, fires, floods, or work stoppages. So long as any such delay or default continues, the party affected by the conditions beyond its control shall keep the other party full informed concerning the matters causing the delay or default and the prospects of their ending.

PHYSICIAN

VISTA STAFFING SOLUTIONS, INC.

REVISED 1/20/98