RESTRICTED STOCK AWARD AGREEMENT



         THIS RESTRICTED STOCK AWARD AGREEMENT dated as of this 19th day of May,

2000 (the "Agreement"), between OneSource Med, Inc., a Delaware corporation (the

"Company"), an indirect subsidiary of Columbia/HCA Healthcare Corporation

("Columbia/HCA", and together with its direct and indirect subsidiaries, a

"Related Entity") and (the "Grantee").



                                    RECITALS



         WHEREAS, the Company has awarded Grantee shares (the "Shares") of the

authorized but unissued common stock, $.001 par value, of the Company (the

"Common Stock") pursuant to the terms of the Columbia/HCA Healthcare Corporation

2000 Incentive and Retention Plan (the "Plan"); and



         WHEREAS, the Plan contemplates a written document evidencing the award;



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained in this Agreement and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, and

intending to be legally bound, the parties agree as follows:



                                    ARTICLE I



                                 AWARD OF SHARES



         1.1 Award. Pursuant to the terms of the Plan the Grantee is hereby

awarded such number of shares of the Company's Common Stock set forth beside the

Grantee's name on Schedule I.



         1.2 Delivery of Certificates. The certificates representing the Shares

hereunder shall be held in escrow by the Secretary of the Company as provided in

Article VII hereof.



         1.3 Stockholder Right. Until such time as any or all of Grantee's

Shares are forfeited pursuant to the terms of this Agreement, if ever, the

Grantee (or any successor in interest) shall have all the rights of a

stockholder (including voting rights) with respect to the Shares, including

Shares held in escrow under Article VII, subject, however, to the transfer

restrictions of Article IV.



                                   ARTICLE II



                            SECURITIES LAW COMPLIANCE



         2.1 Exemption from Registration. Grantee acknowledges that the Shares

have not been registered under the Securities Act of 1933, as amended (the "1933

Act"), and are being issued to the Grantee in reliance upon an exemption from

the registration requirements thereof.



         2.2 Restricted Securities. Grantee hereby confirms that he has been

informed that the Shares are restricted securities under the 1933 Act and may

not be resold or transferred unless the



{PAGE}   2



Shares are first registered under the federal securities laws or unless an

exemption from such registration is available. Accordingly, Grantee hereby

acknowledges that Grantee is prepared to hold the Shares for an indefinite

period and that Grantee is aware that Rule 144 of the Securities and Exchange

Commission issued under the 1933 Act is not presently available to exempt the

sale of the Shares from the registration requirements of the 1933 Act.



          2.3 Disposition Of Shares. Grantee hereby agrees that Grantee shall

make no disposition of the Shares (other than a permitted transfer under Section

4.1) unless and until Grantee:



              a. shall have notified the Company of the proposed disposition

and provided a written summary of the terms and conditions of the proposed

disposition; and



              b. shall have complied with all requirements of this Agreement

applicable to the disposition of the Shares (as well as any other applicable

agreement, including, without limitation, that certain Stockholders Agreement

dated as of May 19, 2000 (the "Stockholders Agreement") among the Company,

Grantee and certain other holders of the Company's capital stock).



              The Company shall not be required (i) to transfer on its books

any Shares which have been sold or transferred in violation of the provisions of

this Article II, nor (ii) to treat as the owner of the Shares, or otherwise to

accord voting or dividend rights to, any transferee to whom the Shares have been

transferred in contravention of this Agreement. Grantee agrees to pay the

Company's reasonable expenses incurred in connection with any disposition of the

Shares.



          2.4 Restrictive Legends. In order to reflect the restrictions on

disposition of the Shares, the stock certificates for the Shares will be

endorsed with the following restrictive legend:



              "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER

              THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),

              OR ANY STATE BLUE SKY LAWS, AND MAY NOT BE OFFERED, SOLD,

              TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE

              REGISTRATION THEREOF UNDER SUCH ACT AND THE APPLICABLE BLUE SKY

              LAWS OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT, OR

              UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL,

              SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH

              REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED HEREBY

              ARE SUBJECT TO, AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH,

              THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED AS OF MAY 19,

              2000, BETWEEN THE COMPANY AND THE HOLDER OF









                                       2

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              THESE SECURITIES, AND THAT CERTAIN STOCKHOLDERS AGREEMENT DATED AS

              OF MAY 19, 2000, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL

              EXECUTIVE OFFICE OF THE COMPANY."



                                   ARTICLE III



                              SPECIAL TAX ELECTION



         3.1 Section 83(b) Election. The Grantee understands that under

Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the

fair market value of the Shares on the date any forfeiture restrictions

applicable to such Shares lapse will be reportable as ordinary income to the

Grantee in the tax year in which such restrictions lapse. For this purpose, the

term "forfeiture restrictions" includes the automatic forfeiture of Unvested

Shares (as hereinafter defined) as provided in Article V hereof. The Grantee

understands, however, that he may elect to be taxed at the time the Shares are

acquired hereunder, rather than when and as such Shares cease to be subject to

such forfeiture restrictions, by filing an irrevocable election under Section

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