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This AGREEMENT (hereinafter the “Agreement”) is made and entered into as of this the
____ day of ____________ 2002 by and among _______________________, M.D., a licensed
physician, (hereinafter “PHYSICIAN”) and VWN eMedical Group, LLC, a Georgia Limited
Liability Company (hereinafter by name or as “MSO”).

WHEREAS, PHYSICIAN is engaged in the private practice of medicine;

WHEREAS, PHYSICIAN is fully licensed to practice medicine or has a telemedical

license in the state(s) of _________________, _______________, _______________.

WHEREAS, PHYSICIAN believes that obtaining professional marketing,

administrative, and operating assistance will enable him/her to concentrate more fully on the
practice of medicine and, therefore, enable him/her to provide high quality medical services
more efficiently;

WHEREAS, the MSO operates one or more web sites that allow visitors who seek
physician services to submit requests for on-line medical consultations with licensed physicians
in connection with certain medical conditions;

WHEREAS, the MSO is able to efficiently and cost effectively arrange for the exchange
of information between the web site visitor and the PHYSICIAN;

WHEREAS, the MSO is able to facilitate in a cost effective and efficient manner the
dispensing of prescription medications that may be prescribed in connection with PHYSICIAN’s
exercise of his/her medical judgment to issue a prescription through certain U.S. licensed

WHEREAS, the MSO has developed various systems for management, billing and
collection, strategic planning and marketing of medical practices and desires to provide
PHYSICIAN the services of a management services organization;

WHEREAS, PHYSICIAN desires the MSO to provide him/her with marketing services
through MSO’s web sites (the “Marketing Services”);

WHEREAS, PHYSICIAN desires the MSO to provide him/her with billing and
collection, strategic planning and other administrative services, as well as services related to
facilitation of prescription fulfillment for his/her patients (collectively, the “Management

WHEREAS, the MSO is willing to provide the Marketing Services and the Management
Services to PHYSICIAN on the terms and conditions set forth in this Agreement; and
WHEREAS, none of the services rendered by PHYSICIAN to patients nor the
prescription medications shall be billed to Medicare, Medicaid or any federal or state funded
health benefit program.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants

contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


1.1 Engagement.

(a) PHYSICIAN hereby engages the MSO to provide, and the MSO hereby
agrees to provide the Marketing Services to PHYSICIAN subject to the terms and conditions

(b) PHYSICIAN hereby agrees to engage the MSO to provide, and the MSO
hereby agrees to provide, the Management Services to PHYSICIAN subject to the terms and
conditions hereof.

1.2 PHYSICIAN’s Control over Professional Services. The parties acknowledge and
agree that PHYSICIAN, personally or through any of his/her professional employees or agents,
shall have complete control over the provision of all professional medical services provided by
PHYSICIAN, including any decision regarding whether a patient should receive a prescription
medication that such patient requests.

1.3 Independent Contractor Status. In performing its duties hereunder, MSO and its
employees and agents shall at all times be and remain, and at all times act as an independent
contractor to the PHYSICIAN, and MSO is not and shall not act as a partner, agent or employee
of, or in joint venture with the PHYSICIAN. No party shall have the authority to bind the other
party or parties, contractually or otherwise, except as specifically authorized in this Agreement.
In addition, MSO and its agents shall not have any claim under this Agreement, or otherwise,
against the PHYSICIAN for vacation pay, sick leave, unemployment insurance, worker’s
compensation, disability benefits or employee benefits of any kind.

1.4 Other Professionals. No provision of this Agreement shall limit the MSO’s right,
authority or ability under applicable law to contract with other physician’s or professional
corporations, or to contract with or enter into any other arrangement with any healthcare
professional to provide Marketing Services and Management Services.


2.1 General. The MSO shall be responsible for the following:

(a) Provision of Management and Marketing Services. The MSO shall

maintain, update and monitor one or more Internet websites as it may deem appropriate, to
promote PHYSICIAN’s services and to facilitate the PHYSICIAN’s on-line medical
consultations for the prescription treatment of certain medical conditions. Visitors to the web

site who desire treatment shall be able to complete an on-line medical history questionnaire
developed by physicians that is intended to elicit sufficient information for a licensed physician
to determine whether to prescribe Celebrex (for arthritis), Viagra (for impotence), Propecia (for
male pattern baldness), Xenical and Phentermine (for obesity) and such other medication as the
MSO and the PHYSICIAN may from time to time determine are appropriate to offer, consistent
with applicable laws and regulations.

(b) The MSO shall forward to PHYSICIAN for professional evaluation

medical history questionnaires submitted on-line through MSO’s web site. Where the
PHYSICIAN’s evaluation of the questionnaire indicates that, in the exercise of his medical
judgment, a prescription medication would be appropriate treatment, the PHYSICIAN will issue
a prescription to a U.S. licensed pharmacy for fulfillment and shipping to the patient. In the
event the PHYSICIAN, in his/her professional judgment, believes more information is necessary
to evaluate the patients condition, the PHYSICIAN shall request such additional information
from the patient. MSO agrees to provide the communication technology to PHYSICIAN to
facilitate the information exchange described above.

(c) Provision of Management Services. The MSO shall provide the

Management Services described in more detail below. The MSO shall have the right to delegate
any of its duties or obligations, or subcontract any of its services, or any portion thereof under
this Agreement.

2.2 Management and Operation. The MSO’s Management Services shall include the

(a) Marketing Services. The MSO shall, in consultation with PHYSICIAN,

design and implement an advertising and marketing program to promote the services of
PHYSICIAN in a manner that both parties deem to be appropriate. The Marketing Services shall
be aimed at attracting customers to use the services of PHYSICIAN and to request certain
prescription medications, as appropriate.

(b) Fulfillment Services. The MSO shall arrange for and facilitate the
prescriptions issued by PHYSICIAN to be filled and dispensed through a duly licensed U.S.

(c) Billing and Collection Services. PHYSICIAN hereby contracts with the
MSO to bill, collect and deposit, and the MSO shall be responsible for billing and collecting and
depositing, in its accounts payments for all medical services rendered by PHYSICIAN to his/her
patients (including negotiations with and collections from insurance companies, HMOs, PPOs
and other third-party payors (other than Medicare or Medicaid or any federal or state funded
health benefit program)). MSO will collect these fees on an assignment from PHYSICIAN.

(d) Collection of Revenues and Payment of Expenses. All monies collected

on behalf of PHYSICIAN by the MSO pursuant to Section 2.3(c) shall be deposited directly into
an MSO bank account (the “MSO Account”), which shall be in the MSO’s name, and the MSO
shall make all appropriate disbursements therefrom. MSO shall account for and track all monies
collected on behalf of PHYSICIAN that are deposited into the MSO Account. From the funds

collected and deposited in the MSO Account, PHYSICIAN agrees to pay MSO a management
fee for (i) expenses for MSO’s provision of Management Services and (ii) the compensation due
for facilitating the fulfillment of prescription drugs and (iii) compensation for MSO’s Marketing
Services. PHYSICIAN agrees to compensate MSO for its services pursuant to Section 4.1.


During the term of this Agreement, PHYSICIAN shall be responsible for the following:

3.1 Professional Responsibilities of PHYSICIAN. PHYSICIAN shall be responsible

for (i) the employment and professional supervision of all medical staff; (ii) the provision of all
medical services to patients of PHYSICIAN; (iii) the adoption of all professional and clinical
policies and protocols; and (iv) all other acts with respect to the operation of PHYSICIAN’s
practice which constitute the practice of medicine under the laws and regulations of the state(s)
in which PHYSICIAN is licensed.

3.2 Standards. Medical services provided by PHYSICIAN shall be consistent with

the applicable statutes and regulations of the [State of Georgia], the prevailing community
standards of care in PHYSICIAN locale, federal laws and regulations, and the policies and
procedures of the PHYSICIAN’s practice. Deficiencies discovered in the performance of any
personnel or in the quality of medical care provided in connection with PHYSICIAN’s
professional services furnished to patients identified to PHYSICIAN by MSO under this
Agreement shall be reported immediately to the MSO by PHYSICIAN, and appropriate steps
shall be taken by PHYSICIAN at once to remedy such deficiencies. Failure to remedy such
deficiencies in a timely fashion shall provide MSO with grounds to assert a breach of this

3.3 Personal Conduct. PHYSICIAN shall cause each of his employees to avoid all
personal acts, habits and usages that might in any way injure, directly or indirectly, the
employee’s professional reputation or that of any other employee of PHYSICIAN or
PHYSICIAN himself/herself or that might be detrimental to any interest of the MSO.

3.4 Disclosure. During the term of this Agreement, PHYSICIAN agrees to comply,
to the extent the same are applicable to PHYSICIAN, with any ownership and other disclosure
requirements under Federal and [Georgia] law.

3.5 Assignment of Fees. All sums to which PHYSICIAN may be entitled for medical
services rendered by PHYSICIAN to patients who request PHYSICIAN’s services through the
MSO shall be, and hereby are, to the extent permitted by applicable law, assigned to the MSO
and shall be directly deposited in an MSO Account. PHYSICIAN shall take such other actions
as may be necessary to confirm MSO’s rights as set forth herein.

3.6 The PHYSICIAN will review the current medical history questionnaire and will
determine if it is adequate to afford the PHYSICIAN the medically necessary information to
allow PHYSICIAN to make an independent judgment regarding the on-line prescribing of
prescriptive medication. Any changes, modifications, additions or deletions from or to the
medical history questionnaire will be provided to PHYSICIAN prior to its use or

implementation. PHYSICIAN agrees to review any revisions to the medical history
questionnaire and notify MSO in writing of any proposed changes.

3.7 Prescriptions. After carefully reviewing the patient’s medical history

questionnaire, and after exercising his/her professional judgment, PHYSICIAN shall be
responsible for prescribing all medications indicated for treatment of the patient’s reported
medical condition. On behalf of PHYSICIAN and his/her patient, the MSO will direct all issued
prescriptions to a licensed U.S. pharmacy for fulfillment and delivery to the patient.

3.8 Billing. PHYSICIAN shall be responsible for submitting timely and accurate
patient care services information to the MSO for billing purposes. Such patient care services
information shall be submitted in a format prescribed by the MSO. PHYSICIAN agrees that
MSO is not able to account properly for distribution of patient care service revenues unless
PHYSICIAN submits timely and accurate patient care services information to MSO.
Documentation, electronic or hard copy form, shall be transmitted by PHYSICIAN to MSO
within two (2) weeks of date of service to be considered timely under this Agreement.

3.9 Medical Practice and Administration in Compliance With MSO’s Policies and
Procedures. PHYSICIAN hereby agrees that to enable MSO to furnish its Management and
Marketing Services in an economical and appropriate fashion, he/she and his/her employees shall
comply with the administrative and general policies and procedures outlined by the MSO, which
the MSO in its sole discretion may update from time to time.

3.10 Insurance Coverages. PHYSICIAN shall provide, or shall arrange for the
provision of, and shall maintain throughout the entire term of this Agreement, professional
liability/malpractice insurance coverage on PHYSICIAN and PHYSICIAN’s practice in the
minimum amount of One Million and No/100 Dollars ($1,000,000.00) per occurrence and Three
Million and No/100 Dollars ($3,000,000.00) annual aggregate within ten (10) business days of
signing this Agreement. PHYSICIAN shall provide to the MSO written documentation
evidencing such insurance coverage. PHYSICIAN shall, at its sole cost and expense, pay the
premium costs of all such professional liability insurance coverage during the term of this
Agreement. PHYSICIAN shall provide, or shall arrange for the provision, of and shall maintain
throughout the entire term of this Agreement, workers’ compensation insurance coverage on
PHYSICIAN and each of his employees and agents, including, but not limited to, all Physicians
and medical staff, in the amounts required by law. PHYSICIAN shall provide to the MSO
written documentation evidencing such insurance coverage. PHYSICIAN shall, at his sole cost
and expense, pay the premium costs of all such workers’ compensation and other applicable
insurance coverage. MSO shall not be responsible for any such insurance costs as a result of the
Management Services or Marketing Services it provides under this Agreement to PHYSICIAN.


4.1 Management Fee. PHYSICIAN shall pay MSO a Management Fee equal to all
sums remaining in the MSO Account after payment of (i) expenses that are MSO’s responsibility
as set forth herein, (ii) expenses related to the fulfillment of prescriptions, the purchase price of
the prescription medications, and related shipping costs, and (iii) compensation to PHYSICIAN
of fifty thousand and 00/100 ($50,000) dollars per annum, paid in equal installments as set forth

attached hereto. MSO will not withhold any taxes due and payable to

4.2 Responsibility for Expenses. (a) MSO shall be responsible for the expenses of
providing its Management Services as set forth in Section 2.2 herein above; and (b) PHYSICIAN
shall be responsible for all other expenses associated with the operation of PHYSICIAN’s


5.1 PHYSICIAN hereby agrees to indemnify, defend and hold harmless the MSO,
and each of the MSO’s officers, directors, shareholders, members, agents and employees, from
and against any and all claims, demands, losses, liabilities, actions, lawsuits and other
proceedings, judgments and awards, and costs and expenses (including reasonable attorneys’
fees), arising directly or indirectly, in whole or in part, out of any matter related to any breach by
PHYSICIAN of this Agreement or any act or omission by PHYSICIAN in its performance of
this Agreement, including but not limited to the negligence of PHYSICIAN or PHYSICIAN’s
employees. PHYSICIAN shall immediately notify the MSO of any lawsuits or actions, or of any
threat thereof, that may become known to PHYSICIAN that might adversely affect any interest
of PHYSICIAN or the MSO whatsoever.


6.1 Representations and Warranties of PHYSICIAN. PHYSICIAN makes the

following representations and warranties to the MSO:

(a) PHYSICIAN is currently licensed to practice medicine in the State(s) of

without restriction and has not been
and is not currently subject to any disciplinary or corrective action, a copy of such licenses)
is/are attached hereto, and PHYSICIAN agrees to remain current in his/her licensure and shall
provide MSO with copies of all renewals of such licenses;

(b) PHYSICIAN has and maintains all federal and state narcotics and
controlled substances numbers and licenses necessary to practice medicine, and PHYSICIAN
agrees to remain current in his/her licensure and shall provide MSO with copies of all renewals
of such licenses;

(c) PHYSICIAN is not in breach of any contract, obligation, or covenant that

would affect his ability to perform hereunder and, as a result of entering into this Agreement,
will not be in breach any such contract, obligation or covenant.

(d) (i) Except as stated in the attached Schedule 6.1(d), PHYSICIAN’s license
to practice medicine in any state or to prescribe controlled substances has never been restricted,
suspended or revoked, (ii) PHYSICIAN has not ever been reprimanded, sanctioned or
disciplined by any licensing board or state or local medical society or specialty board; (iii)
PHYSICIAN has never been denied membership or reappointment to membership on the
medical staff of any hospital, has never had hospital medical staff membership or clinical
privileges suspended, restricted or revoked and has never voluntarily resigned from any medical

staff or given up any staff privileges while a disciplinary action or investigation has been
pending; (iv) there has never been entered against PHYSICIAN a final judgment in a malpractice
action and no action, based on an allegation of malpractice by PHYSICIAN, has ever been
settled by payment to the plaintiff; and (v) no claims have been made against PHYSICIAN for
any reason whatsoever for the past five years.

6.2 Representations and Warranties of the MSO. The MSO represents and warrants
that it has corporate power and authority to enter into this Agreement and perform its obligations
under this Agreement, and that the execution, delivery and performance of this Agreement will
not breach any contract, obligation or covenant to which it is a party or adversely affect its ability
to perform this Agreement.


7.1 Term. The initial term of this Agreement shall be for a period of one (1) year,
commencing on , 20__, and continuing until , 20__, unless
terminated earlier pursuant to the terms hereof. Thereafter, the Agreement will automatically
renew for successive renewal terms of one year each, unless PHYSICIAN provides the MSO
written notice of his intention not to renew the Agreement a minimum of six (6) months prior to
the end of the then current term.

7.2 Termination by the MSO. The MSO shall have the right to terminate this
Agreement immediately upon written notice to PHYSICIAN, with or without cause.

7.3 Termination by PHYSICIAN. PHYSICIAN shall have the right to terminate this
Agreement only upon the occurrence of any “material default” by the MSO, as defined herein. A
“material default” by the MSO shall be defined as the material failure of the MSO to perform its
duties and obligations hereunder after receiving written notice of such failure to cure the same no
later than one hundred eighty (180) days (the “Cure Period”) following such written notice from
PHYSICIAN specifying in detail the nature of the material default. In the event that the MSO
fails to correct such material default within the Cure Period, PHYSICIAN may terminate this
Agreement upon sixty (60) days written notice to the MSO following the Cure Period.

7.4 Final Accounting upon Termination. In the event of a termination of this

Agreement for any reason, MSO shall within sixty (60) days after the date of termination, or as
soon thereafter as reasonably possible, render a final accounting for monies deposited in and
disbursed from the MSO Account. All monies due from either party to the other as a result of
such termination, including but not limited to compensation pursuant to Section 4.1 through the
date of termination, shall be paid at the time the final accounting is rendered by the MSO.


8.1 PHYSICIAN acknowledges and agrees that the services to be provided by the
MSO hereunder are feasible only if PHYSICIAN operates a vigorous medical practice to which
the PHYSICIAN devotes his full time and attention. During the term of his/her engagement with
MSO, PHYSICIAN agrees not to pursue for his/her own use or benefit or for the use or benefit
of any third party, any business opportunity of MSO of which PHYSICIAN became aware
during the term of his engagement with MSO.

During the term of his/her relationship with MSO, PHYSICIAN shall not, for
himself/herself or on behalf of another, request, advise, induce or encourage current employees,
officers, directors, shareholders or agents of MSO to resign, cease relations with or provide
services to any business which is substantially similar to or competitive with the business of

During the term of his/her engagement by MSO, and for a period of eighteen (18) months

(a) PHYSICIAN will not canvas or solicit, or hire any third party or entity to
canvas or solicit any of MSO’s customers with whom PHYSICIAN has had material contact
during PHYSICIAN’s engagement by MSO with a view to the sale of, or solicitation for orders
from, or in a capacity seeking the patronage for, such goods or services as are now being
provided to such customers or patients by MSO; and

(b) PHYSICIAN shall not, for himself/herself or on behalf of another, request,

advise or encourage any customers, clients or patients of MSO to withdraw, curtail or cancel
their orders, or, in any way stop doing business with MSO.

8.2 MSO and PHYSICIAN acknowledge and agree that the remedy at law for any
breach or attempted breach of the foregoing provisions in Section 8.1(a) and (b) will be
inadequate and that MSO shall be entitled to specific performance, injunctive relief or other
equitable relief in the event of a material breach by PHYSICIAN in addition to any other
remedies that might be available at law or in equity.


9.1 Severability. The provisions of this Agreement shall not be severable, and if any
material provisions shall be determined to be invalid, void or unenforceable in whole or in part
for any reason by a court of competent jurisdiction, the MSO shall have the right to terminate
this Agreement upon five (5) business days prior written notice.

9.2 Waiver; Consents. No consent or waiver, express or implied, by any party hereto
of any breach or default by another party in the performance by the other of its obligations
hereunder shall be valid unless in writing, and no such consent or waiver shall be deemed or
construed to be a consent or waiver to or of any other breach or default in the performance by
such other party of the same or any other obligations of such party hereunder. Failure on the part
of any party to complain of any act or failure to act of another party or to declare such other party
in default, irrespective of how long such failure continues, shall not constitute a waiver by such
party of its rights hereunder.

9.3 Governing Law and Forum. This Agreement shall be governed by the laws of the
State of Georgia. In the event that it becomes necessary to initiate a legal action to enforce this
Agreement or any of the requirements or provisions thereof, such action shall be brought in the
Superior Court of Cobb County, or the United States District Court for the Northern District of
Georgia, Atlanta, Georgia.

9.4 Patient Records. As a Management Service to PHYSICIAN, all patient data will
reside on MSO’s secure server as custodian for the PHYSICIAN. The PHYSICIAN will have
access to patient data for his/her patients and the right to make and hold any written copies. To
fulfill its arrangement services obligations under this Agreement, MSO has the right to
continuing access and the right to make copies of the patient data in accordance with the
patient’s consent. MSO reserves ownership of the data elements and the technology that
compose the medical record and its submission, but not the records themselves. The medical
records are the property of PHYSICIAN.

9.5 Regulatory Compliance. The parties agree to conform and adhere to all
applicable acts, rules and regulations of any and all state and federal agencies or regulatory
bodies. Notwithstanding anything herein to the contrary, the parties mutually agree to strictly
comply with any and all other applicable federal and state laws and standards. If there is any
change in any federal, state or local law rule, regulation or interpretation which materially and
adversely affects any party hereto, including without limitation, a material and adverse change in
the economic benefit to be received pursuant to this Agreement, or any court of competent
jurisdiction determines that any material provision of this Agreement is invalid, void or
unenforceable in whole or in part, then the parties shall use their good faith best efforts to amend
this Agreement in a manner that is consistent with any such material change and that
substantially preserves for the parties the relative economic benefit of this Agreement. If the
parties cannot reach agreement on such amendment prior to the effective date (or within thirty
days of a court’s determination) of such material change, this Agreement shall terminate as of
such effective date (or such date of determination).

9.6 Remedies. All rights, powers and remedies granted to either party by any
particular term of this Agreement are in addition to, and not in limitation of, any rights, powers
or remedies that it has under any other term or provision of this Agreement, at common law, in
equity, by statute or otherwise. All such rights, powers and remedies may be exercised separately
or concurrently, in such order and as often as may be deemed expedient by any party. No delay
or omission by any party to exercise any right, power or remedy shall impair such right, power or
remedy or be construed to be a waiver of or an acquiescence to any breach or default. A waiver
by any party of any breach or default hereunder shall not constitute a waiver of any subsequent
breach or default.

9.7 No Medicare/Medicaid Billed Services. The parties understand, acknowledge and

agree that none of the professional services rendered by PHYSICIAN to patients for whom
PHYSICIAN pays MSO for related Management and Marketing Services, shall be billed to
Medicare, Medicaid or any federal or state funded health benefit program.

9.8 Authorization for Agreement. The execution of this Agreement by the MSO and
PHYSICIAN has been duly authorized by all necessary resolutions and corporate or partnership
action, and this Agreement constitutes the valid and enforceable obligations of the MSO and
PHYSICIAN in accordance with its terms.

9.9 Assignment. PHYSICIAN shall not assign this Agreement, or any portion hereof
or any monies due or to become due hereunder, without the prior written approval of the MSO.
The MSO may assign the Agreement by providing written notice to PHYSICIAN.

9.10 Successor in Interest. All of the rights, benefits, duties, liabilities and obligations
of the parties hereto shall inure to the benefit of and be binding upon the parties and their
permitted successors and assigns.

9.11 Modification of Agreement. This Agreement constitutes the entire agreement

among the parties hereto relating to the subject matter of this Agreement. Any modification of
this Agreement shall be in writing and signed by the parties.

9.12 Headings. The headings of the Sections and Articles of this Agreement are
inserted for convenience of reference only and shall not in any manner affect the construction or
meaning of anything herein contained or govern the rights or liabilities of the parties hereto.

9.13 Notices. All notices, requests, and communications required or permitted

hereunder shall be in writing and shall be sufficiently given and deemed to have been received
upon personal delivery or delivery by overnight courier or, if mailed, three (3) days after being
placed in the United States mail, postage prepaid, registered or certified mail, receipt requested,
addressed to the parties as follows:


As to MSO:

VWN eMedical Group, LLC

2000 Powers Ferry Road
Suite 405
Marietta, Georgia 30067

Notice of a change in address of one of the parties shall be given in writing to the other parties as
provided above.

9.14 Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed an original but all of which taken together shall constitute one and the same

IN WITNESS WHEREOF, the parties have hereunto set their hand as of the day and year
first above written.




Name Title



The compensation to be paid to MSO for its Management Services and Marketing
Services under Section 4.2 shall be paid in equal installments as follows:

MSO shall be compensated in the amount of dollars per

annum, paid in equal installments of dollars and ______ /100ths