EXHIBIT
      10.5

    

     

    LOAN
      AGREEMENT

     

    This
      LOAN
      AGREEMENT
      (this
      "Agreement") entered into as of November
      5, 2007,
      between PREMIER
      ONCOLOGY MANAGEMENT OF NASSAU, LLC, a New York limited liability
      company,
      with
its
      chief
      executive office located at 1
      Lethbridge Plaza, Route 17 North, Suite 20, Mahwah, New Jersey 07430
(the
      "Borrower")
      and
      Manufacturers and Traders Trust Company, a New York banking corporation, with
      an
      address of One M&T Plaza (Attn: Office of General Counsel), Buffalo, New
      York 14203 (the "Bank").

     

    FOR
      VALUE
      RECEIVED, and in consideration of the granting by the Bank of financial
      accommodations to or for the benefit of the Borrower, including without
      limitation respecting the Obligations (as hereinafter defined), the Borrower
      represents and agrees with the Bank, as of the date hereof and as of the date
      of
      each loan, credit and/or other financial accommodation, as follows:

     

    1. THE
      LOAN

     

    1.1
      Loan(s).
      Bank
      agrees, from time to time, in its sole discretion, to make loans (collectively,
      the "Loans") to or for the account of Borrower, upon Borrower's request
      therefor, in such amounts as shall be mutually agreed upon, subject to the
      terms
      and conditions set forth herein. Loans shall be evidenced by one or more notes
      issued by the Borrower in favor of the Bank (collectively, and each a "Note").
      This Agreement, each Note and any and all other documents, amendments or
      renewals executed and delivered in connection with any of the foregoing are
      collectively hereinafter referred to as the "Loan Documents".

     

    1.2
      Revolving
      Loans.
      Bank
      agrees, in its sole discretion, to make revolving loans (the "Revolving Loans")
      to or for the account of Borrower, upon Borrower's request therefor, in amounts
      up to $500,000, provided there is no continuing uncured Event of Default (as
      hereinafter defined) and subject to the terms and conditions set forth herein,
      but in no event in excess of the Borrowing Base, as such term is hereinafter
      defined and as calculated in a borrowing base certificate in the form of Exhibit
      A, attached hereto, and delivered to the Bank prior to each advance under the
      Revolving Loan or as otherwise required by the Bank.
      Notwithstanding the foregoing, or any other provisions of this Agreement to
      the
      contrary, Borrower shall have the right to borrow up to $500,000 hereunder
      during the 12 month period commencing on the date hereof without regard or
      being
      subject to the Borrowing Base limitation set forth above or elsewhere in this
      Agreement, provided that there is no continuing uncured Event of Default
      hereunder. 

     

    1.3
      Revolving
      Loan Account.
      An
      account shall be opened on the books of Bank in which account a record will
      be
      kept of all Loans and Revolving Loans, and all payments thereon and other
      appropriate debits and credits as provided by this Agreement.

     

    1.4
      Interest.
      Interest respecting the Revolving Loans will be charged to Borrower on the
      principal amount from time to time outstanding at the interest rate specified
      in
      the Revolving Note in accordance with the terms of the Revolving Note. If
      not
      specified in the Revolving Note, interest will be charged at the highest rate
      per annum allowable under applicable law based on a 360-day year and the actual
      number of days elapsed.

     

    1.5
      Demand.
      All
      loans and advances made respecting the Revolving Loans shall be payable to
      Bank
      on DEMAND, notwithstanding the inclusion of events of default in this Agreement
      or in any other Loan Document and whether or not any event of default has
      occurred under this Agreement or any of the Loan Documents.

     

    1.6
      Overadvances.
      Any
      Revolving Loans that may be made, at the Bank’s sole discretion, in excess of
      the Revolving Loan Amount shall not limit the obligations of Borrower or any
      of
      the Bank’s rights or remedies hereunder or under the Loan Documents or
      otherwise; all such Revolving Loans shall be due and payable to the Bank in
      accordance with the terms of the Revolving Note, and shall bear interest at
      the
      rate set forth in the Revolving Note. All checks or other items paid by Bank
      which cause an overdraft in any deposit account maintained by Borrower with
      Bank
      shall, at the option of the Bank, constitute an advance to Borrower pursuant
      to
      this Agreement respecting the Revolving Loans, repayable on demand.

     

    1.7
      Authorized
      Persons; Advances.
      Any
      person duly authorized in writing by the Borrower, or in the absence of such
      a
      writing, the manager or managing member of the
      Borrower, or any person otherwise authorized in this paragraph, may request
      discretionary loans hereunder, either orally or otherwise,
      but the
      Bank at its option may require that all requests for loans hereunder shall
      be in
      writing. The Bank shall incur no liability to Borrower in acting upon any
      request referred to herein which the Bank believes in good faith to have been
      made by an authorized person or persons. Each Loan hereunder may be credited
      by
      Bank to any deposit account of Borrower with Bank or with any other bank with
      which Borrower maintains a deposit account, or may be paid to Borrower
(or
      as
      Borrower instructs) or
      may be
      applied to any Obligations, as Bank may in each instance elect.
      The
      following persons currently are authorized to request advances and authorize
      payments respecting Revolving
      Loans
      until
      the Bank receives from Borrower, at the Bank’s address, written notice of
      revocation of their authority: Ron
      Lipstein
      and
      David Greenblatt, M.D.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.8
      Definitions.
      The
      following definitions shall apply:

     

    
      	 	
              (a)

            	
              "Accounts
                Receivable" shall mean all Borrower’s accounts, accounts and fees
                receivable, instruments, documents, chattel paper, payment intangibles
                and
                all other debts, obligations and liabilities in whatever form owing
                to
                Borrower from any Person (as hereinafter defined) for goods sold
                by it or
                for services rendered by it, or however otherwise established or
                created,
                all supporting obligations with respect thereto, all right, title
                and
                interest of Borrower in the goods or services which gave rise thereto,
                including rights to reclamation and stoppage in transit and all rights
                of
                any unpaid seller of goods or services; whether any of the foregoing
                be
                now existing or hereafter arising, now or hereafter received by or
                owing
                or belonging to Borrower.

            


    

     

    
      	 	
              (b)

            	
              "Bank
                Affiliate" shall mean any banking or lending affiliates of the Bank,
                any
                party acting as a participant lender in the credit arrangements
                contemplated herein, or any third party acting on the Bank's
                behalf.

            


    

     

    
      	 	
              (c)

            	
              "Borrowing
                Base" shall mean an amount not to exceed the following as shown on
                Bank’s
                records at any time and as reported by Borrower at the time of each
                Loan
                request and at least monthly in a Borrowing Base Certificate as required
                by this Agreement:

            


    

     

    (i) 75%
      of
      the unpaid face amount of all Eligible Accounts (as hereinafter defined) not
      more than 120 days from the date of invoice for which invoices have been issued
      and are payable.

     

    
      	 	
              (d)

            	
              "Code"
                shall mean the New York Uniform Commercial Code as amended from time
                to
                time.

            


    

     

    
      	 	
              (e)

            	
              "Eligible
                Account" shall mean an Account Receivable from Premier Oncology of
                Nassau,
                P.C., or an Account Receivable, which initially and at all times
                until
                collected in full:

            


    

     

    (i)
      is
      not
      owed by an account debtor where 50% of such account debtor's accounts with
      the
      Borrower are more than 90 days past the date of invoice;

     

    (ii)
      arose
      in
      the ordinary course of business from the domestic performance of services or
      the
      outright sale of goods; such services have been performed or such goods have
      been shipped to the account debtor; and in the case of goods, Borrower has
      possession of or has delivered to Bank shipping and delivery receipts evidencing
      shipment;

     

    (iii)
      is
      not
      owed by an account debtor who is a supplier, employee or parent, subsidiary
      or
      other affiliate of Borrower;

     

    (iv)
      is
      not
      evidenced by a promissory note or other instrument, is subject to a first
      priority perfected security interest in favor of Bank, is not subject to any
      other lien or other encumbrance and has not been sold or factored;

     

    (v)
      is
      not
      owed by an account debtor whose principal place of business is located outside
      of the United States of America; provided, however, that such account may
      constitute an Eligible Account if it is payable in US Dollars and (i) if foreign
      credit insurance (satisfactory to Bank in all respects) is obtained for such
      account listing the Bank as an additional insured, or (ii) if it is supported
      by
      letter(s) of credit, in form and substance satisfactory to the Bank, issued
      to
      Borrower by financial institution(s) acceptable to Bank, assigned by Borrower
      to
      the Bank and the original of which has been delivered to the Bank;

     

    (vi)
      is
      a
      non-contingent obligation that is not subject to set-off, credit, defense,
      warranty claim, allowance or adjustment by the account debtor except normal
      discount allowed in the ordinary course for prompt payment, and such account
      debtor has not complained as to its liability thereon nor returned any of the
      subject goods;

     

    (vii)did
      not
      arise out of any sale with respect to which goods are placed on consignment,
      guaranteed sale, sale or return, sale on approval, bill and hold, or other
      terms
      making the payment by the account debtor conditional;

     

    (viii)
      did
      not
      arise out of any sale made on an advanced billing, bill and hold, dating or
      delayed shipment basis;

     

    (ix)
      did
      not
      arise out of any sale respecting which the Borrower's obligations have been
      bonded or to the extent such sale is subject to any retainage
      requirement;

     

    (x)
      is
      owed
      by an account debtor as to which Borrower has received no notice and has no
      knowledge of bankruptcy, insolvency or other facts which make collection
      doubtful, and has not been turned over to a collection agency or
      attorney;

     

    (xi)
      respecting
      which the account debtor is not located in any state denying creditors access
      to
      its courts in the absence of such creditor’s qualification to conduct business
      as a foreign corporation in such state or complying with other filing or
      reporting requirements, unless Borrower has made all legally required filings
      and reports, obtained any necessary authorizations or certificates to do
      business, and paid any applicable taxes and/or fees to the applicable state
      agency in such state;

     

    (xii)
      if
      owed
      by the United States of America, has upon Bank’s request therefor, been properly
      assigned to the Bank pursuant to the Federal Assignment of Claims Act, and
      is
      not subject to any right of offset or other claims; and

     

    (xiii)
      has
      not
      been designated by Bank in its reasonable discretion as unacceptable for any
      reason by notice to Borrower setting forth the reason for such
      designation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (f)

            	
              "Obligation(s)"
                shall mean, without limitation, all loans, advances, indebtedness,
                notes,
                liabilities, rate swap transactions, basis swaps, forward rate
                transactions, commodity swaps, commodity options, equity or equity
                index
                swaps, equity or equity index options, bond options, interest rate
                options, foreign exchange transactions, cap transactions, floor
                transactions, collar transactions, forward transactions, currency
                swap
                transactions, cross-currency rate swap transactions, currency options
                and
                amounts, liquidated or unliquidated, owing by the Borrower to the
                Bank at
                any time, of each and every kind, nature and description, whether
                arising
                under this Agreement or otherwise, and whether secured or unsecured,
                direct or indirect (that is, whether the same are due directly by
                the
                Borrower to the Bank; or are due indirectly by the Borrower to the
                Bank as
                endorser, guarantor or other surety, or as borrower of obligations
                due
                third persons which have been endorsed or assigned to the Bank, or
                otherwise), absolute or contingent, due or to become due, now existing
                or
                hereafter arising or contracted, including, without limitation, payment
                when due of all amounts outstanding respecting any of the Loan Documents.
                Said term shall also include all interest and other charges chargeable
                to
                the Borrower or due from the Borrower to the Bank from time to time
                and
                all costs and expenses referred to in this
                Agreement.

            


    

     

    
      	 	
              (g)

            	
              "Person"
                or "party" shall mean individuals, partnerships, corporations, limited
                liability companies and all other
                entities.

            


    

     

    All
      words
      and terms used in this Agreement other than those specifically defined herein
      shall have the meanings accorded to them in the Code.

     

    2. REPRESENTATIONS
      AND WARRANTIES

     

    2.1
      Organization
      and Qualification.
      Borrower is a duly organized and validly existing limited liability company
      under the laws of the State of its formation, with the exact legal name set
      forth in the first paragraph of this Agreement. Borrower is in good standing
      under the laws of said State, has the power to own its property and conduct
      its
      business as now conducted and as currently proposed to be conducted, and is
      duly
      qualified to do business under the laws of each state where the nature of the
      business done or property owned requires such qualification.

     

    2.2
      Related
      Parties.
      Borrower has no interest in any entities other than as previously specifically
      consented to in writing by the Bank, if any, and the Borrower has never
      consolidated, merged or acquired substantially all of the assets of any other
      entity or person other than as previously specifically consented to in writing
      by the Bank, if any.

     

    2.3
      Limited
      Liability Company Records.
      Borrower's certificate of organization, articles of organization or other
      charter document and all amendments thereto have been duly filed and are in
      proper order. All members of the Borrower are properly reflected on all books
      and records of the Borrower, including but not limited to its operating
      agreement, minute books, bylaws and books of account, all of which are accurate
      and up to date and will be so maintained.

     

    2.4
      Title
      to Properties; Absence of Liens.
      Borrower has good and clear record and marketable title to all of its properties
      and assets, and all of its properties and assets are free and clear of all
      mortgages, liens, pledges, charges, encumbrances and setoffs, except those
      mortgages, deeds of trust, leases of personal property and security interests
      previously specifically consented to in writing by the Bank.

     

    2.5
      Places
      of Business.
      Borrower's chief executive office is correctly stated in the preamble to this
      Agreement, and Borrower shall, during the term of this Agreement, keep the
      Bank
      currently and accurately informed in writing of each of its other places of
      business, and shall not change the location of such chief executive office
      or
      open or close, move or change any existing or new place of business without
      giving the Bank at least thirty (30) days prior written notice
      thereof.

     

    2.6
      Valid
      Obligations.
      The
      execution, delivery and performance of the Loan Documents have been duly
      authorized by all necessary action and each represents a legal, valid and
      binding obligation of Borrower and is fully enforceable according to its terms,
      except as limited by equity or laws relating to the enforcement of creditors'
      rights.

     

    2.7
      Conflicts.
      There
      is no provision in Borrower's organizational or charter documents, if any,
      or in
      any indenture, contract or agreement to which Borrower is a party which
      prohibits, limits or restricts the execution, delivery or performance of the
      Loan Documents.

     

    2.8
      Governmental
      Approvals.
      The
      execution, delivery and performance of the Loan Documents does not require
      any
      approval of or filing with any governmental agency or authority.

     

    2.9
      Litigation,
      etc.
      There
      are no actions, claims or proceedings pending or to the knowledge of Borrower
      threatened against Borrower which might materially adversely affect the ability
      of Borrower to conduct its business or to pay or perform the
      Obligations.

     

    2.10
      Taxes.
      The
      Borrower has filed all Federal, state and other tax returns required to be
      filed
      (except for such returns for which current and valid extensions have been
      filed), and all taxes, assessments and other governmental charges due from
      the
      Borrower have been fully paid. The Borrower has established on its books
      reserves adequate for the payment of all Federal, state and other tax
      liabilities (if any).

     

    2.11
      Use
      of
      Proceeds.
      No
      portion of any loan is to be used for (i) the purpose of purchasing or carrying
      any "margin security" or "margin stock" as such terms are used in Regulations
      U
      and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. 221
      and
      224 or (ii) primarily personal, family or household purposes. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.12
      Environmental.
      As of
      the date hereof neither the Borrower nor any of Borrower's agents, employees
      or
      independent contractors (1) have caused or are aware of a release or threat
      of
      release of Hazardous Materials (as defined herein) on any of the premises or
      personal property owned or controlled by Borrower ("Controlled Property") or
      any
      property abutting Controlled Property ("Abutting Property"), which could give
      rise to liability under any Environmental Law (as defined herein) or any other
      Federal, state or local law, rule or regulation; (2) have arranged for the
      transport of or transported any Hazardous Materials in a manner as to violate,
      or result in potential liabilities under, any Environmental Law; (3) have
      received any notice, order or demand from the Environmental Protection Agency
      or
      any other Federal, state or local agency under any Environmental Law; (4) have
      incurred any liability under any Environmental Law in connection with the
      mismanagement, improper disposal or release of Hazardous Materials; or (5)
      are
      aware of any inspection or investigation of any Controlled Property or Abutting
      Property by any Federal, state or local agency for possible violations of any
      Environmental Law.

     

    To
      the
      best of Borrower's knowledge, neither Borrower, nor any prior owner or tenant
      of
      any Controlled Property, committed or omitted any act which caused the release
      of Hazardous Materials on such Controlled Property which could give rise to
      a
      lien thereon by any Federal, state or local government. No notice or statement
      of claim or lien affecting any Controlled Property has been recorded or filed
      in
      any public records by any Federal, state or local government for costs,
      penalties, fines or other charges as to such property. All notices, permits,
      licenses or similar authorizations, if any, required to be obtained or filed
      in
      connection with the ownership, operation, or use of the Controlled Property,
      including without limitation, the past or present generation, treatment,
      storage, disposal or release of any Hazardous Materials into the environment,
      have been duly obtained or filed.

    


    Borrower
      agrees to indemnify and hold the Bank and any Bank Affiliate harmless from
      all
      liability, loss, cost, damage and expense, including attorney fees and costs
      of
      litigation, arising from any and all of its violations of any Environmental
      Law
      (including those arising from any lien by any Federal, state or local government
      arising from the presence of Hazardous Materials) or from the presence of
      Hazardous Materials located on or emanating from any Controlled Property or
      Abutting Property whether existing or not existing and whether known or unknown
      at the time of the execution hereof and regardless of whether or not caused
      by,
      or within the control of Borrower. Borrower further agrees to reimburse Bank
      upon demand for any costs incurred by Bank in connection with the foregoing.
      Borrower agrees that its obligations hereunder shall be continuous and shall
      survive the repayment of all debts to Bank and shall continue so long as a
      valid
      claim may be lawfully asserted against the Bank.

    


    The
      term
      "Hazardous Materials" includes but is not limited to any and all substances
      (whether solid, liquid or gas) defined, listed, or otherwise classified as
      pollutants, hazardous wastes, hazardous substances, hazardous materials,
      extremely hazardous wastes, or words of similar meaning or regulatory effect
      under any present or future Environmental Law or that may have a negative impact
      on human health or the environment, including but not limited to petroleum
      and
      petroleum products, asbestos and asbestos-containing materials, polychlorinated
      biphenyls, lead, radon, radioactive materials, flammables and
      explosives.

    


    The
      term
      "Environmental Law" means any present and future Federal, state and local laws,
      statutes, ordinances, rules, regulations and the like, as well as common law,
      relating to protection of human health or the environment, relating to Hazardous
      Materials, relating to liability for or costs of remediation or prevention
      of
      releases of Hazardous Materials or relating to liability for or costs of other
      actual or threatened danger to human health or the environment. The term
      "Environmental Law" includes, but is not limited to, the following statutes,
      as
      amended, any successor thereto, and any regulations promulgated pursuant
      thereto, and any state or local statutes, ordinances, rules, regulations and
      the
      like addressing similar issues: the Comprehensive Environmental Response,
      Compensation and Liability Act; the Emergency Planning and Community
      Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource
      Conservation and Recovery Act (including but not limited to Subtitle I relating
      to underground storage tanks); the Solid Waste Disposal Act; the Clean Water
      Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
      Water Act; the Occupational Safety and Health Act; the Federal Water Pollution
      Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the
      Endangered Species Act; the National Environmental Policy Act; the River and
      Harbors Appropriation Act; and the New York Environmental Conservation Law,
      Chapter 43-B of the New York Consolidated Laws.

     

    3. AFFIRMATIVE
      COVENANTS

     

    3.1
      Payments
      and Performance.
      Borrower will duly and punctually pay all Obligations becoming due to the Bank
      and will duly and punctually perform all Obligations on its part to be done
      or
      performed under this Agreement.

     

    3.2
      Books
      and Records; Inspection.
      Borrower will at all times keep proper books of account in which full, true
      and
      correct entries will be made of its transactions in accordance with generally
      accepted accounting principles, consistently applied and which are, in the
      opinion of a Certified Public Accountant acceptable to Bank, adequate to
      determine fairly the financial condition and the results of operations of
      Borrower. Borrower will at all reasonable times make its books and records
      available in its offices for inspection, examination and duplication by the Bank
      and the Bank’s representatives and will permit inspection of all of its
      properties by the Bank and the Bank’s representatives. Borrower will from time
      to time furnish the Bank with such information and statements as the Bank may
      request in its sole discretion with respect to the Obligations.

     

    3.3
      Financial
      Statements.
      Borrower will furnish to Bank:

     

    
      	 	
              (a)

            	
              as
                soon as available to Borrower, but in any event within 60 days after
                the
                close of each quarterly period of its fiscal year, a full and complete
                signed copy of financial statements, which shall include a balance
                sheet
                of the Borrower, as at the end of such quarter, and statement of
                profit
                and loss of the Borrower reflecting the results of its operations
                during
                such quarter and shall be prepared by the Borrower and certified
                by
                Borrower's chief financial officer as to correctness in accordance
                with
                generally accepted accounting principles, consistently applied, subject
                to
                year-end adjustments;

            


    

     

    
      	 	
              (b)

            	
              as
                soon as available to Borrower, but in any event within 150 days after
                the
                close of each fiscal year, a full and complete signed copy of financial
                statements, which shall include a balance sheet of the Borrower,
                as at the
                end of such year, and statement of profit and loss of the Borrower
                reflecting the results of its operations during such year and shall
                be
                prepared by the Borrower and certified by Borrower's chief financial
                officer as to correctness in accordance with generally accepted accounting
                principles, consistently applied;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              Borrower's
                filed Federal and state tax returns, including all schedules thereto,
                for
                the prior year within 150 days after the date that Borrower's tax
                returns
                are actually filed each such year or by such other date approved
                by the
                Bank;

            


    

     

    
      	 	
              (d)

            	
              from
                time to time, such financial data and information about Borrower
                as Bank
                may reasonably request; and

            


    

     

    
      	 	
              (e)

            	
              any
                financial data and information about any guarantors of the Obligations
                as
                Bank may reasonably request.

            


    

     

    3.4
      Conduct
      of Business.
      The
      Borrower will maintain its existence in good standing and comply with all laws
      and regulations of the United States and of any state or states thereof and
      of
      any political subdivision thereof, and of any governmental authority which
      may
      be applicable to it or to its business; provided that this covenant shall not
      apply to any tax, assessment or charge which is being contested in good faith
      and with respect to which reserves have been established and are being
      maintained.

     

    3.5
      Contact
      with Accountant.
      The
      Borrower hereby authorizes the Bank to directly contact and communicate with
      any
      accountant employed by Borrower in connection with the review and/or maintenance
      of Borrower's books and records or preparation of any financial reports
      delivered by or at the request of Borrower to Bank.

     

    3.6
      Operating
      and Deposit Accounts.
      The
      Borrower shall maintain with the Bank its primary operating and deposit
      accounts.
      At the
      option of the Bank, all loan payments and fees will automatically be debited
      from the Borrower’s primary operating account and all advances will
      automatically be credited to the Borrower’s primary operating account.

     

    3.7
      Taxes.
      Borrower will promptly pay all real and personal property taxes, assessments
      and
      charges and all franchise, income, unemployment, retirement benefits,
      withholding, sales and other taxes assessed against it or payable by it before
      delinquent; provided that this covenant shall not apply to any tax assessment
      or
      charge which is being contested in good faith and with respect to which reserves
      have been established and are being maintained. 

     

    3.8
      Maintenance.
      Borrower will keep and maintain its properties, if any, in good repair, working
      order and condition. Borrower will immediately notify the Bank of any loss
      or
      damage to or any occurrence which would adversely affect the value of any such
      property. 

     

    3.9
      Insurance.
      Borrower will maintain in force property and casualty insurance on any property
      of the Borrower, if any, against risks customarily insured against by companies
      engaged in businesses similar to that of the Borrower containing such terms
      and
      written by such companies as may be satisfactory to the Bank, such insurance
      to
      be payable to the Bank as its interest may appear in the event of loss and
      to
      name the Bank as insured pursuant to a standard loss payee clause; no loss
      shall
      be adjusted thereunder without the Bank’s approval; and all such policies shall
      provide that they may not be canceled without first giving at least Thirty
      (30)
      days written notice of cancellation to the Bank.
      Borrower
      will also maintain liability insurance containing such terms and written by
      such
      companies as may be satisfactory to the Bank, with the Bank to be named as
      an
      additional insured under such policies. In the event that the Borrower fails
      to
      provide evidence of such insurance, the Bank may, at its option, secure such
      insurance and charge the cost thereof to the Borrower.
      At the
      option of the Bank, all insurance proceeds received from any loss or damage
      to
      any property shall be applied either to the replacement or repair thereof or
      as
      a payment on account of the Obligations.

     

    3.10
      Notification
      of Default.
      Immediately upon becoming aware of the existence of any condition or event
      which
      constitutes an Event of Default, or any condition or event which would upon
      notice or lapse of time, or both, constitute an Event of Default, Borrower
      shall
      give Bank written notice thereof specifying the nature and duration thereof
      and
      the action being or proposed to be taken with respect thereto.

     

    3.11
      Notification
      of Material Litigation.
      Borrower will immediately notify the Bank in writing of any litigation or of
      any
      investigative proceedings of a governmental agency or authority commenced or
      threatened against it which would or might be materially adverse to the
      financial condition of Borrower or any guarantor of the
      Obligations.

     

    3.12
      Pension
      Plans.
      With
      respect to any pension or benefit plan maintained by Borrower, or to which
      Borrower contributes ("Plan"), the benefits under which are guarantied, in
      whole
      or in part, by the Pension Benefit Guaranty Corporation created by the Employee
      Retirement Income Security Act of 1974, P.L. 93-406, as amended ("ERISA") or
      any
      governmental authority succeeding to any or all of the functions of the Pension
      Benefit Guaranty Corporation ("Pension Benefit Guaranty Corporation"), Borrower
      will (a) fund each Plan as required by the provisions of Section 412 of the
      Internal Revenue Code of 1986, as amended; (b) cause each Plan to pay all
      benefits when due; (c) furnish Bank (i) promptly with a copy of any notice
      of
      each Plan's termination sent to the Pension Benefit Guaranty Corporation (ii)
      no
      later than the date of submission to the Department of Labor or to the Internal
      Revenue Service, as the case may be, a copy of any request for waiver from
      the
      funding standards or extension of the amortization periods required by Section
      412 of the Internal Revenue Code of 1986, as amended and (iii) notice of any
      Reportable Event as such term is defined in ERISA; and (d) subscribe to any
      contingent liability insurance provided by the Pension Benefit Guaranty
      Corporation to protect against employer liability upon termination of a
      guarantied pension plan, if available to Borrower.

     

    4. NEGATIVE
      COVENANTS

     

    4.1
      Financial
      Covenants.
      The
      Borrower will not at any time or during any fiscal period (as applicable) fail
      to be in compliance with any of the financial covenants in this
      section.
      For the
      purposes of this section, if the Borrower has any subsidiaries, all references
      to the Borrower shall include the Borrower and all of its subsidiaries on a
      consolidated basis. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (a)

            	
              Definitions.
                The following definitions shall apply to this Section:

            


    

     

    (i)
      "Current
      Maturity of Long-Term Debt" ("CMLTD") shall mean, for any period, the current
      scheduled principal or capital lease payments required to be paid during the
      applicable period.

     

    (ii)
      "Distributions"
      shall mean all cash dividends to shareholders, and all cash distributions to
      shareholders of Subchapter S corporations, to partners of partnerships, to
      members of limited liability companies or to beneficiaries of
      trusts.

     

    (iii)
      "Earnings"
      shall mean earnings as defined under GAAP.

     

    (iv)
      "EBITDA"
      shall mean, for any period, Earnings from continuing operations before payment
      of federal, state and local income taxes, plus Interest Expense, depreciation
      and amortization, in each case for such period, computed and calculated in
      accordance with GAAP.

     

    (v)
      "GAAP"
      shall mean generally accepted accounting principles in effect from time to
      time
      in the United States.

     

    (vi)
      "Interest
      Expense" shall mean, for any period, ordinary, regular, recurring and continuing
      expenses for interest on all borrowed money.

     

    
      	 	
              (b)

            	
              EBITDA
                (after Distributions) to CMLTD plus Interest Expense.
                The Borrower and Premier Oncology of Nassau, P.C. shall not permit
                the
                ratio of its combined EBITDA after Distributions to CMLTD plus Interest
                Expense to be less
                than 1.00 to 1.0 for any fiscal
                year.

            


    

     

    4.2
      Limitations
      on Indebtedness.
      Borrower
      shall not hereafter issue any evidence of indebtedness or create, assume,
      guarantee, become contingently liable for, or suffer to exist indebtedness
      in
      addition to indebtedness to the Bank, except indebtedness or liabilities of
      Borrower, other than for money borrowed, incurred or arising in the ordinary
      course of business.

     

    4.3
      Sale
      of Interest.
      There
      shall not be any sale or transfer of ownership of any interest in the Borrower
      without the Bank’s prior written consent, which consent will not be unreasonably
      withheld, conditioned or delayed.

     

    4.4
      Loans
      or Advances.
      Borrower shall not make any loans or advances to any individual, partnership,
      corporation, limited liability company, trust, or other organization or person,
      including without limitation its officers and employees; provided, however,
      that
      Borrower may make advances to its employees, including its members, officers,
      with respect to expenses incurred or to be incurred by such employees in the
      ordinary course of business which expenses are reimbursable by Borrower; and
      provided further, however, that Borrower may extend credit in the ordinary
      course of business in accordance with customary trade practices[ or make
      advances to Premier Oncology of Nassau, P.C. pursuant to the Administrative
      Services Agreement between Borrower and the P.C.].

     

    4.5
      Distributions.
      Borrower shall not, without prior written permission of the Bank, make any
      distribution to any of Borrower's members or managers in cash or in property
      or
      redeem, purchase or otherwise acquire, directly or indirectly, any interests,
      provided, so long as Borrower is not in default hereunder, distributions may
      be
      made to the members of Borrower in such amounts pursuant to the applicable
      provisions of Borrower’s Operating Agreement.

     

    4.6
      Investments.
      The
      Borrower shall not make investments in, or advances to, any individual,
      partnership, corporation, limited liability company, trust or other organization
      or person other than as previously specifically consented to in writing by
      the
      Bank. The Borrower will not purchase or otherwise invest in or hold securities,
      nonoperating real estate or other nonoperating assets or purchase all or
      substantially all the assets of any entity other than as previously specifically
      consented to in writing by the Bank.

     

    4.7
      Merger.
      Borrower shall not merge or consolidate or be merged or consolidated with or
      into any other entity.

     

    4.8
      Capital
      Expenditures.
      The
      Borrower shall not, directly or indirectly, make or commit to make capital
      expenditures by lease, purchase, or otherwise, except in the ordinary and usual
      course of business or for the purpose of replacing machinery, equipment or
      other
      personal property which, as a consequence of wear, duplication or obsolescence,
      is no longer used or necessary in the Borrower's business.

     

    4.9
      Sale
      of Assets.
      Borrower shall not sell, lease or otherwise dispose of any of its assets, except
      in the ordinary and usual course of business or, except for the purpose of
      replacing machinery, equipment or other personal property which, as a
      consequence of wear, duplication or obsolescence, is no longer used or necessary
      in the Borrower's business, provided that fair consideration is received
      therefor; provided, however, in no event shall the Borrower sell, lease or
      otherwise dispose of any equipment purchased with the proceeds of any Loans
      made
      by the Bank.

     

    4.10
      Restriction
      on Liens.
      Borrower shall not grant any security interest in, or mortgage of, any of its
      properties or assets., except with respect to equipment acquired by it in the
      ordinary usual course of its business Borrower shall not enter into any
      agreement with any person other than the Bank that prohibits the Borrower from
      granting any security interest in, or mortgage of, any of its properties or
      assets.

     

    4.11
      Other
      Business.
      Borrower shall not engage in any business other than the business in which
      it is
      currently engaged or a business reasonably allied thereto.

     

    4.12
      Change
      of Name, etc.
      Borrower shall not change its legal name or the State or the type of its
formation,
      without
      giving the Bank at least 30 days prior written notice thereof.

     

    5. DEFAULT

     

    5.1
      Default.
      "Event
      of Default" shall mean the occurrence of one or more of any of the following
      events:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (a)

            	
              default
                of any liability, obligation, covenant or undertaking of the Borrower
                or
                any guarantor of the Obligations to the Bank, hereunder or otherwise,
                including, without limitation, failure to pay in full and when due
                any
                installment of principal or interest or default of the Borrower or
                any
                guarantor of the Obligations under any other Loan Document or any
                other
                agreement with the Bank,
                beyond any applicable cure period (Borrower shall be entitled to
                notice of
                any default hereunder, and a 30-day period to cure any such default
                before
                it becomes an Event of Default hereunder other than payment defaults
                under
                any note which will be governed by the terms of such
                note);

            


    

     

    
      	 	
              (b)

            	
              failure
                of the Borrower or any guarantor of the Obligations to maintain aggregate
                collateral security value reasonably satisfactory to the Bank;

            


    

     

    
      	 	
              (c)

            	
              default
                of any material liability, obligation or undertaking of the Borrower
                or
                any guarantor of the Obligations to any other party;

            


    

     

    
      	 	
              (d)

            	
              if
                any statement, representation or warranty heretofore, now or hereafter
                made by the Borrower or any guarantor of the Obligations in connection
                with this Agreement or in any supporting financial statement of the
                Borrower or any guarantor of the Obligations shall be determined
                by the
                Bank to have been false or misleading in any material respect when
                made;

            


    

     

    
      	 	
              (e)

            	
              if
                the Borrower or any guarantor of the Obligations is a corporation,
                trust,
                partnership or limited liability company, the liquidation, termination
                or
                dissolution of any such organization, or the merger or consolidation
                of
                such organization into another entity, or its ceasing to carry on
                actively
                its present business or the appointment of a receiver for its
                property;

            


    

     

    
      	 	
              (f)

            	
              the
                death
                of
                the Borrower or any guarantor of the Obligations and, if the Borrower
                or
                any guarantor of the Obligations is a partnership or limited liability
                company, the death
                of
                any partner or member
                with an ownership interest of more than ten percent (10%);

            


    

     

    
      	 	
              (g)

            	
              the
                institution by or against the Borrower or any guarantor of the Obligations
                of any proceedings under the Bankruptcy Code 11 USC §101 et seq. or any
                other law in which the Borrower or any guarantor of the Obligations
                is
                alleged to be insolvent or unable to pay its debts as they mature,
                or the
                making by the Borrower or any guarantor of the Obligations of an
                assignment for the benefit of creditors or the granting by the Borrower
                or
                any guarantor of the Obligations of a trust mortgage for the benefit
                of
                creditors;

            


    

     

    
      	 	
              (h)

            	
              the
                service upon the Bank of a writ in which the Bank is named as trustee
                of
                the Borrower or any guarantor of the
                Obligations;

            


    

     

    
      	 	
              (i)

            	
              a
                judgment or judgments for the payment of money shall be rendered
                against
                the Borrower or any guarantor of the Obligations, and any such judgment
                shall remain unsatisfied and in effect for any period of thirty (30)
                consecutive days without a stay of execution;

            


    

     

    
      	 	
              (j)

            	
              any
                levy, lien (including mechanics lien), seizure, attachment, execution
                or
                similar process shall be issued or levied on any of the property
                of the
                Borrower or any guarantor of the Obligations
                and shall not be satisfied within thirty days
                thereafter;

            


    

     

    
      	 	
              (k)

            	
              the
                termination or revocation of any guaranty of the Obligations;
                or

            


    

     

    
      	 	
              (l)

            	
              the
                occurrence of such a change in the condition or affairs (financial
                or
                otherwise) of the Borrower or any guarantor of the Obligations, or
                the
                occurrence of any other event or circumstance, such that the Bank,
                in its
                sole discretion, deems in good faith that it is insecure or that
                the
                prospects for timely or full payment or performance of any obligation
                of
                the Borrower or any guarantor of the Obligations to the Bank has
                been or
                may be impaired.

            


    

     

    5.2
      Acceleration.
      If
      an
      Event of Default shall occur, at the election of the Bank, all Obligations
      shall
      become immediately due and payable without notice or demand, except with respect
      to Obligations payable on DEMAND, which shall be due and payable on DEMAND,
      whether or not an Event of Default has occurred.

     

    5.3
      Nonexclusive
      Remedies.
      All of
      the Bank’s rights and remedies not only under the provisions of this Agreement
      but also under any other agreement or transaction shall be cumulative and not
      alternative or exclusive, and may be exercised by the Bank at such time or
      times
      and in such order of preference as the Bank in its sole discretion may
      determine.

     

    6. MISCELLANEOUS

     

    6.1
      Waivers.
      The
      Borrower waives notice of intent to accelerate, notice of acceleration, notice
      of nonpayment, demand, presentment, protest or notice of protest of the
      Obligations, and all other notices, consents to any renewals or extensions
      of
      time of payment thereof (except as otherwise provided herein), and generally
      waives any and all suretyship defenses and defenses in the nature
      thereof.

     

    6.2
      Waiver
      of Homestead.
      To the
      maximum extent permitted under applicable law, the Borrower hereby waives and
      terminates any homestead rights and/or exemptions respecting any of its property
      under the provisions of any applicable homestead laws, including without
      limitation, Section 5206 of the Civil Practice Law and Rules of New
      York.

     

    6.3
      Severability.
      If any
      provision of this Agreement or portion of such provision or the application
      thereof to any person or circumstance shall to any extent be held invalid or
      unenforceable, the remainder of this Agreement (or the remainder of such
      provision) and the application thereof to other persons or circumstances shall
      not be affected thereby. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.4
      Deposit
      Collateral.
      The
      Borrower hereby grants to the Bank a continuing lien and security interest
      in
      any and all deposits or other sums at any time credited by or due from the
      Bank
      or any Bank Affiliate to the Borrower and any cash, securities, instruments
      or
      other property of the Borrower in the possession of the Bank or any Bank
      Affiliate, whether for safekeeping or otherwise, or in transit to or from the
      Bank or any Bank Affiliate (regardless of the reason the Bank or Bank Affiliate
      had received the same or whether the Bank or Bank Affiliate has conditionally
      released the same) as security for the full and punctual payment and performance
      of all of the liabilities and obligations of the Borrower to the Bank or any
      Bank Affiliate and such deposits and other sums may be applied or set off
      against such liabilities and obligations of the Borrower to the Bank or any
      Bank
      Affiliate at any time, whether or not such are then due, whether or not demand
      has been made and whether or not other collateral is then available to the
      Bank
      or any Bank Affiliate.

     

    6.5
      Indemnification.
      The
      Borrower shall indemnify, defend and hold the Bank and any Bank Affiliate and
      their directors,
      officers, employees, agents and attorneys (each
      an
      "Indemnitee") harmless of and from any claim brought or threatened against
      any
      Indemnitee by the
      Borrower,
      any guarantor or endorser of the Obligations, or any other person (as well
      as
      from reasonable attorneys' fees and expenses in connection therewith) on account
      of the Bank’s relationship with the
      Borrower,
      or any guarantor or endorser of the Obligations (each of which may be defended,
      compromised, settled or pursued by the Bank with counsel of the Bank’s election,
      but at the expense of the Borrower), except for any claim arising out of the
      gross negligence or willful misconduct of the Bank. The within indemnification
      shall survive payment of the Obligations, and/or any termination, release or
      discharge executed by the Bank in favor of the
      Borrower.

     

    6.6
      Costs
      and Expenses.
      The
      Borrower shall pay to the Bank on demand any and all costs and expenses
      (including, without limitation, reasonable attorneys' fees and disbursements,
      court costs, litigation and other expenses) incurred or paid by the Bank in
      establishing, maintaining, protecting or enforcing any of the Bank’s rights or
      the Obligations, including, without limitation, any and all such costs and
      expenses incurred or paid by the Bank in defending the Bank’s security interest
      in, title or right to any collateral or in collecting or attempting to collect
      or enforcing or attempting to enforce payment of any Obligation.

     

    6.7
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be an
      original, but all of which shall constitute but one agreement.

     

    6.8
      Complete
      Agreement.
      This
      Agreement and the other Loan Documents constitute the entire agreement and
      understanding between and among the parties hereto relating to the subject
      matter hereof, and supersedes all prior proposals, negotiations, agreements
      and
      understandings among the parties hereto with respect to such subject matter
      and
      may not be modified, amended or waived, except pursuant to a written instrument
      signed by the party to be bound thereby.

     

    6.9
      Binding
      Effect of Agreement.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      heirs, executors, administrators, legal representatives, successors and assigns
      of the parties hereto, and shall remain in full force and effect (and the Bank
      shall be entitled to rely thereon) until released in writing by the Bank. The
      Bank may transfer and assign this Agreement and
      deliver it to the assignee, who shall thereupon have all of the rights of the
      Bank; and the Bank shall then be relieved and discharged of any responsibility
      or liability with respect to this Agreement. The Borrower may not assign or
      transfer any of its rights or obligations under this Agreement. Except
      as
      expressly provided herein or in the other Loan Documents, nothing, expressed
      or
      implied, is intended to confer upon any party, other than the parties hereto,
      any rights, remedies, obligations or liabilities under or by reason of this
      Agreement or the other Loan Documents.

     

    6.10
      Further
      Assurances.
      Borrower will from time to time execute and deliver to Bank such documents,
      and
      take or cause to be taken, all such other or further action, as Bank may request
      in order to effect and confirm or vest more securely in Bank all rights
      contemplated by this Agreement and
      the
      other Loan Documents (including, without limitation, to correct clerical errors)
      or to comply with applicable statute or law. 

     

    6.11
      Amendments
      and Waivers.
      This
      Agreement may be amended and Borrower may take any action herein prohibited,
      or
      omit to perform any act herein required to be performed by it, if Borrower
      shall
      obtain the Bank’s prior written consent to each such amendment, action or
      omission to act. No course of dealing and no delay or omission on the part
      of
      Bank in exercising any right hereunder shall operate as a waiver of such right
      or any other right and waiver on any one or more occasions shall not be
      construed as a bar to or waiver of any right or remedy of Bank on any future
      occasion.

     

    6.12
      Terms
      of Agreement.
      This
      Agreement shall continue in full force and effect so long as any Obligations
      or
      obligation of Borrower to Bank shall be outstanding, or the Bank shall have
      any
      obligation to extend any financial accommodation hereunder, and is supplementary
      to each and every other agreement between Borrower and Bank and shall not be
      so
      construed as to limit or otherwise derogate from any of the rights or remedies
      of Bank or any of the liabilities, obligations or undertakings of Borrower
      under
      any such agreement, nor shall any contemporaneous or subsequent agreement
      between Borrower and the Bank be construed to limit or otherwise derogate from
      any of the rights or remedies of Bank or any of the liabilities, obligations
      or
      undertakings of Borrower hereunder, unless such other agreement specifically
      refers to this Agreement and expressly so provides. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.13
      Notices.
      Any
      notice, consent or other communication required under or pursuant to this
      Agreement shall be a signed writing or other authenticated record (within the
      meaning of Article 9 of the Code). Any
      demand or notice hereunder or under any applicable law pertaining hereto shall
      be in writing and duly given if delivered to any party hereto at the address
      for
      such party as set forth herein, or at such other address as any party may from
      time to time designate in written notice received by the other parties hereto;
      provided, however, that in order for any notice to the Bank to be deemed
      effective, a duplicate notice shall be separately delivered to the Bank at
      the
      current office address of the Bank officer primarily responsible for the
      customer account to which this document relates (which address will be furnished
      to Borrower by the Bank in writing). Copies of any such notices, demands, or
      other communications required hereunder shall be sent to The Sagemark Companies,
      Ltd., 1285 Avenue of the Americas, 35th Floor, New York, New York 10019, Attn:
      Ron Lipstein, Chief Executive Officer. Copies of notices, demands or other
      communications to Borrower hereunder shall be sent to Robert L. Blessey, Esq.,
      51 Lyon Ridge Road, Katonah, New York 10536 and Margo E. Bader, Esq., c/o m
      powermed, 1 Lethbridge Plaza, Route 17 North, Suite 20, Mahwah, New Jersey
      07430. Any such demand or notice shall be deemed sufficiently given for all
      purposes when delivered (i) by personal delivery and shall be deemed effective
      when delivered, or (ii) by certified mail return receipt requested or courier
      and shall be deemed effective three (3) business days after deposit in an
      official depository maintained by the United States Post Office for the
      collection of mail or one (1) business day after delivery to a nationally
      recognized overnight courier service. Notice by e-mail is not valid notice
      under
      this or any other agreement between the undersigned parties.

     

    6.14
      Governing
      Law.
      This
      Agreement has been executed or completed and/or is to be performed in New York,
      and it and all transactions thereunder or pursuant thereto shall be governed
      as
      to interpretation, validity, effect, rights, duties and remedies of the parties
      thereunder and in all other respects by the laws of New York without giving
      effect to the conflicts of laws principles thereof.

     

    6.15
      Reproductions.
      This
      Agreement and all documents which have been or may be hereinafter furnished
      by
      Borrower to the Bank may be reproduced by the Bank by any photographic,
      photostatic, microfilm, xerographic or similar process, and any such
      reproduction shall be admissible in evidence as the original itself in any
      judicial or administrative proceeding (whether or not the original is in
      existence and whether or not such reproduction was made in the regular course
      of
      business).

     

    6.16
      Jurisdiction
      and Venue.
      Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal
      or
state
      court
      sitting in New York, over any suit, action or proceeding arising out of or
      relating to this Agreement. Borrower irrevocably waives, to the fullest extent
      it may effectively do so under applicable law, any objection it may now or
      hereafter have to the laying of the venue of any such suit, action or proceeding
      brought in any such court and any claim that the same has been brought in an
      inconvenient forum. Borrower hereby consents to any and all process which may
      be
      served in any such suit, action or proceeding, (i) by mailing a copy thereof
      by
      registered and certified mail, postage prepaid, return receipt requested, to
      the
      Borrower's address shown in this Agreement or as notified to the Bank and (ii)
      by serving the same upon the Borrower in any other manner otherwise permitted
      by
      law, and agrees that such service shall in every respect be deemed effective
      service upon Borrower. 

     

    6.17
      JURY
      WAIVER.
      THE
      BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND
      AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS
      TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS
      AGREEMENT, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS
      EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY
      SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT
      BEEN, WAIVED. THE BORROWER CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS
      REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
      THAT
      THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS
      WAIVER OF RIGHT TO TRIAL BY JURY.

     

    
      	Executed
              as of November
              5, 2007.	 
	 	 
	Witness:	
              Borrower:

               

              PREMIER
                ONCOLOGY MANAGEMENT OF NASSAU, LLC

            
	 	 
	 	
              By: /s/
                David Greenblatt

              David
                Greenblatt, Manager

            


    

     

    Accepted:
      Manufacturers and Traders Trust Company

    


    By:
      /s/
      Jennifer J. Kooney

    Name:
      Jennifer J. Kooney

    Title:
      Vice President

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    BORROWING
      BASE CERTIFICATE

     

    Date:
      November 5, 2007

     

    
      	
              To:

            	
              Manufacturers
                and Traders Trust Company (the
                "Bank")

            


    

     

    
      	
              Re:

            	
              Revolving
                Loans evidenced by that certain Revolving Demand Note, dated November
                5,
                2007 (the "Revolving Note"), by PREMIER ONCOLOGY MANAGEMENT OF NASSAU,
                LLC
                in favor of the Bank in the face amount of $500,000.00 (the "Revolving
                Loans").

            


    

     

    Computation
      of Borrowing Base

     

    PREMIER
      ONCOLOGY MANAGEMENT OF NASSAU, LLC:

     

    
      	
              (a) 

            	
              Gross
                Accounts Receivable

            	 	
              $

            	 
	 	
              plus: Sales

            	 	
              +

            	 
	 	
              less: Credits/Returns

            	 	
              -

            	 
	 	
              less: Receipts

            	 	
              -

            	 
	
              (b) 

            	
              New
                Accounts Receivable

            	 	
              $

            	 
	 	
              Less: Over
                90 Days

            	
              $

            	 	 
	 	
              Concentrations

            	
              $

            	 	 
	 	
              Contras

            	
              $

            	 	 
	 	
              Disputes

            	
              $

            	 	 
	 	
              Related
                Entity

            	
              $

            	 	 
	 	
              Bill
                and Hold

            	
              $

            	 	 
	 	
              Unsatisfactory
                Credit

            	
              $

            	 	 
	 	
              Other

            	
              $

            	 	 
	
              (c) 

            	
              Total
                Ineligible

            	
              $

            	 	 
	
              (d) 

            	
              Eligible
                Accounts Receivable - (b)-(c)

            	
              $

            	 
	
              (e) 

            	
              Approved
                Advance Percentage

            	
              75%

            	 
	
              (f) 

            	
              Borrowing
                Value of Accounts Receivable - (d)x(e)

            	 	
              $

            
	
              (g) 

            	
              Borrowing
                Base of PREMIER ONCOLOGY MANAGEMENT OF NASSAU, LLC - Line
                (f)

            	 	
              $

            
	
              (h) 

            	
              Maximum
                Amount of Revolving Loans

            	
              $500,000.00

            	 
	
              (i) 

            	
              Outstanding
                Amount of Revolving Loans

            	
              $

            	 
	
              (j) 

            	
              Net
                Amount Available (Due) - Lesser
                of (g
                or
                (h))-(i)

            	 	
              $

            


    

     

    In
      connection with the Revolving Loans the undersigned PREMIER ONCOLOGY MANAGEMENT
      OF NASSAU, LLC has
      executed
      and delivered a
      certain
      Loan Agreement,
      dated
      November 5, 2007 (the "Loan Agreement"),
      pursuant to which Bank has agreed to make the Revolving Loans on the conditions
      set forth in the Loan Agreement
      including,
      without limitation, that the undersigned execute and deliver to the Bank this
      Certificate from time to time. Terms used in this Certificate shall have the
      same meaning as ascribed thereto in the Loan Agreement.
      For
      purposes of inducing Manufacturers and Traders Trust Company to make Revolving
      Loans pursuant to the terms of the Loan Agreement,
      the
      undersigned hereby certifies that the foregoing statement is true and correct
      and in accordance with the books and records of the PREMIER ONCOLOGY MANAGEMENT
      OF NASSAU, LLC and such collateral is available as acceptable Collateral for
      Revolving Loans in accordance with the representations and warranties set forth
      in the Loan Agreement
      and as
      of the
      date hereof no Event of Default, or event which after notice or lapse of time
      or
      both would be an Event of Default under the Revolving Note or the Loan
Agreement
      has
      occurred. The outstanding Revolving Loan Amount reflects our indebtedness under
      the Loan Agreement
      subject
      to changes by Manufacturers and Traders Trust Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              PREMIER
                ONCOLOGY MANAGEMENT OF NASSAU, LLC

               

              By: /s/
                David Greenblatt.

              David
                Greenblatt,
                Manager