EXHIBIT
      10.1

    


    
      

    

    


    


    MASTER
      EQUIPMENT LEASE

    


    Lease
      Date: November
      5, 2007

    


    Lessee:
      Premier
      Oncology Management of Nassau, LLC, a limited
      liability company
      organized and registered under the laws of the State of New
      York.
      Organizational Identification Number (if any): N/A
      (Note:
      this number is not
      the same
      as the Taxpayer Identification Number.)
      Chief
      executive office/residence: 1
      Lethbridge Plaza, Route 17 North, Suite 20, Mahwah, New Jersey
      07430.

    


    Lessor:
      M&T
      Credit Services, LLC, a New York limited liability company having its chief
      executive office at One M&T Plaza, Buffalo, New York 14203, Attn: Counsel’s
      Office.

    


    1. Lease.
      Subject
      to the terms hereof, Lessor shall lease to Lessee, and Lessee shall lease from
      Lessor, the units of personal property described on each Equipment Schedule
      together with all substitutions, replacements, repairs, upgrades, additions,
      accessories, products and proceeds (collectively, the “Equipment” and
      separately, a “Unit”) described on each Equipment Schedule (each an “Equipment
      Schedule” or “Schedule”) now or hereafter attached hereto, each of which shall
      incorporate all the terms and conditions of this Master Equipment Lease. Where
      rights to receive license fees for Software (as described below) and charges
      for
      Services (as described below) supplied or to be supplied to Lessee are included
      in the amount financed by Lessor under the Lease, references to leasing,
      purchasing, ownership and administration of Equipment under the Lease shall
      be
      broadly interpreted to include such Financed Fees (as defined below). “Software”
means the software and all related documentation, corrections, updates and
      revisions used in connection with Equipment financed under a Schedule.
“Services” means all training, installation, transportation, handling,
      maintenance, custom programming, integration, technical consulting and support
      services relating to Equipment and specified on a Schedule. “Financed Fees”
means the Software license, usage or other fees and the charges for Services,
      if
      any, specified on a Schedule. Each Schedule shall constitute a separate lease
      and the term “Lease” as used below shall refer to an individual Schedule which
      incorporates this Master Equipment Lease, together with the Certificate of
      Acceptance for that Schedule. In case of inconsistency, the terms of the
      Schedule shall control.

    


    2. Term.
      The Term
      of this Lease shall consist of (i) the Interim Term, if any, and
      (ii) the Base Term. The Interim Term, if any, shall commence on the date of
      the Lessee’s execution of the Certificate of Acceptance (provided such date is
      other than the first of the month) (“Acceptance Date”) and shall extend to the
      last day of that month (the “Interim Term”). The Base Term shall commence on the
      first day of the month following the Interim Term, if any, and shall continue
      for the number of periods specified on the Schedule (the “Base Term”). If the
      Acceptance Date is the first day of the month there shall be no Interim Term.
      Lessor is authorized to enter the commencement date and other ministerial
      information on the Schedule upon receipt of the Certificate of Acceptance.
      The
      terms and conditions of this Lease shall continue in effect during any renewal
      term.

    


    3. Rent;
      Late Charge.
      Lessee
      agrees to pay directly to Lessor at the above address or to Lessor’s assignee
      the rental payments plus any interim rent as specified on the Equipment Schedule
      together with all other amounts which may become due under this Lease (the
      “Rent”). All Rent shall be paid without notice, setoff or demand. If any Rent is
      not received within five (5) days of the due date, Lessor may charge and Lessee
      shall be obligated to pay a late charge in the amount specified on the Schedule,
      or, if none is so specified, five percent (5%) of the delinquent
      amount.

    


    4. Net
      Lease; Lessee’s Obligations Absolute.
      This
      Lease is a net lease. Lessee’s obligation to pay Rent shall be absolute and
      unconditional and shall not be subject to any abatement, deferral, reduction,
      defense, counterclaim, setoff or recoupment for any reason, including without
      limitation any claim against the manufacturer or loss of possession or use
      of
      the Equipment.

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. Disclaimer
      of Warranties; Lessee’s Obligations.
      LESSEE
      ACKNOWLEDGES THAT FOR THE PURPOSES OF UCC ARTICLE 2A THIS IS A STATUTORY FINANCE
      LEASE AND LESSOR IS NOT AN AGENT OF THE MANUFACTURER OR VENDOR OF THE EQUIPMENT
      NOR A LICENSOR. LESSEE SELECTED THE EQUIPMENT AND VENDOR OR LICENSOR. LESSEE
      IS
      SATISFIED THAT THE EQUIPMENT IS SUITABLE AND FIT FOR LESSEE’S PURPOSES. LESSOR
      MAKES NO WARRANTY EITHER EXPRESS OR IMPLIED, AS TO, WITHOUT LIMITATION, QUALITY,
      CONDITION, MERCHANTABILITY, DESIGN, CAPACITY, WORKMANSHIP OR PERFORMANCE OF
      THE
      EQUIPMENT, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. No defect or unsuitability
      of the Equipment or delay in delivery shall relieve Lessee of the obligation
      to
      pay Rent or any other obligation under this Lease. Lessor hereby assigns to
      Lessee any interest it may have in manufacturers’ warranties which Lessee may
      enforce in Lessee’s name and at Lessee’s sole expense. Lessee knows it may have
      rights under any vendor purchase documents and can contact the vendor if any
      for
      a description of such rights.

    


    6. Assignment.
      LESSEE
      MAY NOT ASSIGN, SUBLEASE, TRANSFER OR DISPOSE OF ANY OF ITS RIGHTS UNDER THIS
      LEASE without Lessor’s prior written consent. LESSEE SHALL REMAIN PRIMARILY
      LIABLE ON THE LEASE. Lessor may assign this Lease without Lessee’s consent and
      Lessee admits that such assignment constitutes no material increase in Lessee’s
      duties or risk and Lessee would not object even if it did. Lessor will provide
      Lessee with notice of any such assignment. Lessee’s obligations under the Lease
      shall constitute a direct, independent and unconditional obligation of Lessee
      to
      any assignee of Lessor. Lessee agrees that any assignee shall have the right
      to
      exercise all rights, privileges and remedies (either in its own name or in
      the
      name of Lessor) which by the terms of this Lease are permitted to be exercised
      by Lessor.

    


    7. Title;
      No Other Liens; Security Interest.
      Lessor
      has and will retain good and marketable title to and a residual interest in
      the
      Equipment and not merely a security interest in it. Lessor and Lessee do not
      intend this Lease as a disguised installment sale or disguised security
      agreement. Title to any replacement parts or integral additions to the Equipment
      shall automatically vest in Lessor. In the event that this transaction shall
      be
      determined to be something other than a “True Lease”, Lessee hereby grants to
      Lessor and any assignee of Lessor a continuing security interest in all of
      Lessee’s right, title and interest in and to the Equipment, together with any
      and all proceeds of the Equipment or other tangible and intangible property
      of
      Lessee resulting from the sale (authorized or unauthorized) or other disposition
      of the Equipment. Lessee further agrees and covenants not to create or permit
      any lien or other encumbrance upon the Equipment or this Lease other than
      assignee’s interest, and agrees that if Lessee breaches this covenant assignee
      may cancel this Lease. Lessor’s ownership interest in and title to the Equipment
      shall not be impaired though Lessee’s name may appear on the title
      certificate.

    


    8. Risk
      of Loss.
      Lessee
      assumes the entire risk of loss to the Equipment. Lessee shall advise Lessor
      in
      writing promptly of the circumstances and extent of any damage. If the Equipment
      is irreparably damaged, lost, stolen or taken by eminent domain or otherwise,
      Lessee shall, at Lessor’s option, (a) replace it with like equipment
      approved by Lessor and transfer title to such replacement item to Lessor, or
      (b) pay to Lessor all Rent due and to become due, less the net amount of
      any recovery actually received by Lessor from insurance or otherwise. When,
      in
      Lessor’s sole discretion, the Equipment can be repaired, Lessee shall at its
      expense promptly effect such repairs as Lessor deems necessary for compliance
      with this Lease. Any insurance proceeds received by Lessor for repair of the
      Equipment shall, at Lessor’s option, be paid either directly to the party
      completing the repairs, or to reimburse Lessee for the cost of such repairs;
      provided, however, that Lessor shall have no obligation to make any payment
      until receipt of evidence satisfactory to Lessor that such repairs have been
      completed; and further provided that Lessor may apply such proceeds to the
      payment of Rent if there shall have occurred and be continuing an Event of
      Default or any event which with lapse of time or notice, or both, would become
      an Event of Default. Lessee shall, upon Lessor’s request, undertake, by
      litigation or otherwise, in Lessee’s name, the collection of any claim against
      any person for such loss or taking, but Lessor shall not be obligated to
      undertake the collection of any such claim.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9. Representations
      and Warranties of Lessee. 

    


    9.1 Authority.
      If
      Lessee is a business entity, it is duly organized, validly existing and in
      good
      standing under the laws of the above-named state of organization. Lessee has
      the
      full power and authority to execute, deliver and perform its obligations in
      accordance with this Lease. The execution and delivery of this Lease will not
      (i) violate any applicable law of any governmental authority or any
      judgment or order of any court, other governmental authority or arbitrator;
      (ii) violate any agreement governing Lessee or to which Lessee is a party.
      Lessee’s certificate of incorporation, by-laws or other organizational documents
      do not prohibit any term or condition of this Lease. Each authorization,
      approval or consent from, each registration and filing with, each declaration
      and notice to, and each other act by or relating to, any party required as
      a
      condition of Lessee’s execution, delivery or performance of this Lease
      (including any shareholder or board of directors or similar approvals) has
      been
      duly obtained and is in full force and effect. Lessee has the power and
      authority to transact the business in which it is engaged and is duly licensed
      or qualified and in good standing in each jurisdiction in which the conduct
      of
      its business or ownership of property requires such licensing or such
      qualifications.

    


    10. Maintenance
      and Repairs; Business Purpose Only.
      Lessee
      at its sole expense shall cause the Equipment to be maintained and kept in
      good
      repair according to the manufacturer’s specifications. Lessee shall use the
      Equipment only in the manner and for the BUSINESS
      PURPOSES
      for
      which it was designed and intended.

    


    11. Insurance.
      Lessee
      shall maintain at its own expense and at all times property damage, fire, theft
      and comprehensive insurance for the full replacement value of the Equipment
      with
      loss payable provisions in favor of Lessor as loss payee as its interests may
      appear and maintain public liability insurance in the amounts required by Lessor
      for the relevant Schedule, naming Lessor as additional insured, all under
      policies in form, substance and amount and written by companies approved by
      Lessor. All policies will require thirty (30) days’ prior written notice to
      Lessor of any amendment or cancellation. If Lessee fails to obtain the insurance
      as provided herein, Lessor may, but is not obligated, to obtain such insurance
      as Lessor may deem appropriate including, if it so chooses, “single interest
      insurance” which will cover only Lessor’s interest in the Equipment. Lessee
      shall pay Lessor for the cost of such insurance. Lessor shall have the option
      to
      apply any insurance proceeds toward Rent or apply the insurance proceeds
      received by it towards repair or replacement of the item of Equipment in respect
      of which such proceeds were received. Upon the request of Lessor, Lessee shall
      from time to time deliver to Lessor copies of such insurance policies, or other
      evidence of such policies satisfactory to Lessor and such other related
      information Lessor may reasonably request. 

    


    12. Compliance;
      Inspection.
      Lessee
      shall comply with all governmental laws, regulations, requirements and rules,
      including without limitation environmental and licensing laws and all
      manufacturer’s operating instructions and warranty requirements for the
      Equipment, and with the conditions and requirements of all policies of insurance
      with respect to the Equipment and this Lease. At any time during business hours,
      Lessor may enter the premises where the Equipment is located, to inspect the
      Equipment.

    


    13. Taxes
      and Costs.
      Lessee
      shall pay all applicable sales, use and other taxes whether or not stated on
      the
      Schedule (including without limitation any amounts due pursuant to increases
      in
      rates effective during the Term), license and registration fees, assessments
      and
      other government charges, however designated, based upon the Equipment or the
      Rent or upon the operation, maintenance, repair, return or other disposition
      of
      the Equipment, or for titling or registering the Equipment, including taxes
      measured by the net income of Lessor to the extent that such taxes are assessed
      in lieu of other governmental charges. If Lessee represents that Lessee is
      exempt from payment of income taxes and sales taxes, Lessee will provide Lessor
      with evidence of such exemptions. Lessee shall pay all shipping and delivery
      charges and other expenses incurred in connection with the Equipment and pay
      all
      lawful claims which might become a lien on the Equipment. Lessee will also
      pay
      all reasonable costs and expenses (including all reasonable fees and
      disbursements of all counsel retained for advice, suit, appeal or other
      proceedings or purpose and of any experts or agents it may retain), which Lessor
      may incur in connection with (i) the administration of this Lease,
      including any administrative fees Lessor may impose for the preparation of
      discharges, releases or assignments to third-parties; (ii) the enforcement
      and collection of any Rent or any guaranty thereof; (iii) the exercise,
      performance ,enforcement or protection of any of the rights of Lessor hereunder;
      or (iv) the failure of Lessee to perform or observe any provisions hereof.
      After such demand for payment of any cost, expense or fee under this Section
      or
      elsewhere under this Lease, Lessee shall pay interest at the highest legal
      rate
      from the date payment is demanded by Lessor to the date reimbursed by Lessee.
      All such costs, expenses or fees under this Lease shall be added to the Rent,
      and shall be due and payable on demand.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    14. Application
      of Payments.
      Payment
      shall be applied first to Lessor’s costs and Expenses including without
      limitation attorney’s fees, collection costs and expenses incurred in performing
      Lessee’s obligations under this Lease to the extent provided for in this Lease,
      next to charges and fees such as late charges, and last to Rent.

    


    15. General
      Indemnity. Lessee
      shall indemnify Lessor and its Affiliates and each officer, employee,
      accountant, attorney and other agent thereof (each such person being an
“Indemnified Party”) on demand, without any limitation as to amount, against
      each liability, cost and expense (including all reasonable fees and
      disbursements of all counsel retained for advice, suit, appeal or other
      proceedings or purpose, and of any expert or agents an Indemnified Party may
      retain) heretofore or hereafter imposed on, incurred by or asserted against
      any
      Indemnified Party (including any claim involving any allegation of any violation
      of applicable law of any governmental authority (including any environmental
      law
      or criminal law)), however asserted and whether now existing or hereafter
      arising, arising out of or in connection with the manufacture,
      purchase, ownership, delivery, installation, possession, use, storage,
      operation, failure, maintenance, repair, return, repossession or other
      disposition of the Equipment or with this Lease including without limitation
      claims for injury to or death of persons and for damage to property
      (collectively “Claims”);
      provided, however, the foregoing indemnity shall not apply to liability, cost
      or
      expense solely attributable to an Indemnified Party’s gross negligence or
      willful misconduct. Lessee shall give Lessor and any assignee prompt notice
      of
      any Claim. This indemnity agreement shall survive the termination of this
      Lease 

    


    16. Tax
      Indemnity.
      Lessee
      represents, warrants and covenants that the entire Equipment cost to Lessor
      qualifies as cost of “property” for purposes of Internal Revenue Code §168, as
      amended; no person other than Lessor has claimed or will claim any tax deduction
      or credit related to the Equipment; Lessee will take all actions reasonably
      requested at any time to protect Lessor’s tax ownership of the Equipment; the
      Equipment is not “limited use property” for purposes of Revenue Procedures 75-28
      (1975-1 C.B. 752) and 76-30 (1976 C.B. 847); and the Equipment will be placed
      in
      service within the meaning of I.R.C. §168 by no later than the Acceptance Date.
      Lessee agrees not to do anything to impair or lessen the value of Lessor’s
      anticipated tax benefits related to the Equipment and expressly agrees that
      Claims under the indemnity provided in the preceding paragraph shall include
      any
      disallowance, elimination, recapture, reduction or disqualification, in whole
      or
      in part, of any tax benefits of Lessor incurred as a result of any act or
      omission or misrepresentation of Lessee (a “Loss”). If Lessor suffers a Loss,
      Lessee shall pay to Lessor as additional Rent on the next succeeding rental
      payment date after Lessor delivers to Lessee written notice of a Loss, or if
      there is no such date, within thirty (30) days after such notice, the amount
      which, after deduction of all taxes, interest, additions to tax and penalties
      that have been or will be required to be paid by Lessor at the highest marginal
      corporate income or franchise tax rates under all applicable federal, state
      and
      local laws, regulations and ordinances, will preserve the Net Economic Return
      that would have been realized by Lessor had such Loss not occurred. In the
      case
      of a Loss resulting from Lessor’s inability to offset, for federal or local
      income or State franchise tax purposes, income taxable at a rate equal to
      Lessor’s highest marginal corporate tax rate, basic Rent for the related
      Schedule shall be adjusted to preserve the Net Economic Return. “Net Economic
      Return” means the maintenance, at a minimum, of Lessor’s (i) after-tax
      yield (ii) after-tax aggregate cash flows, and (iii) return on assets
      as computed by Lessor as of the date of the execution of the Schedule. All
      of
      Lessor’s rights and privileges arising from the indemnity in this paragraph
      shall survive the expiration or other termination of this Lease. For purposes
      of
      this indemnity the term “Lessor” shall include any affiliated group (within the
      meaning of I.R.C. '1504) of which Lessor is a member for any year in which
      a
      consolidated income tax return is filed for such affiliated group.

    


    17. Location.
      Lessee
      shall not remove the Equipment from its business location specified on the
      respective Schedule without Lessor’s prior written consent. Upon the expiration
      or termination of this Lease, unless Lessee purchases the Equipment pursuant
      to
      the Rider attached to the Schedule, Lessee shall, at its sole expense, store
      and
      continue to insure the Equipment for up to one hundred eighty (180) days and
      shall deliver the Equipment to Lessor in good condition, ordinary wear and
      tear
      excepted, at a location within the United States designated by the
      Lessor.

    


    18. Financial
      Statements.
      Lessee
      shall maintain a system of accounts established and administered in accordance
      with generally accepted accounting principles and practices for its industry
      consistently applied, and, promptly deliver to the Lessor (i) within sixty
      (60) days after the end of each of its first three fiscal quarters, an unaudited
      consolidating and consolidated financial statement of the Lessee and each of
      the
      Lessee’s subsidiaries, if any, as of the end of such quarter, which financial
      statement shall consist of income and cash flows for the quarter, for the
      corresponding quarter in the previous fiscal year and for the period from the
      end of the previous fiscal year, with a consolidating and consolidated balance
      sheet as of the quarter end all in such detail as the Lessor may request;
      (ii) within ninety (90) days after the end of each fiscal year,
      consolidating and consolidated statements of the Lessee’s and each of the
      Lessee’s subsidiaries’, if any, income and cash flows and its consolidating and
      consolidated balance sheet as of the end of such fiscal year, setting forth
      comparative figures for the preceding fiscal year and to be (check applicable
      box, if no box is checked the financial statements shall be
      audited):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    x
audited     o
reviewed     o
compiled

    


    by
      an
      independent certified public accountant acceptable to the Lessor; all such
      statements shall be certified by the Lessee’s Managing Member to be correct and
      in accordance with the Lessee’s and each of the Lessee’s subsidiaries’, if any,
      records and to present fairly the results of the Lessee’s and each of the
      Lessee’s subsidiaries’, if any, operations and cash flows and its financial
      position at year end; and (iii) with each statement of income, a
      certificate executed by the Lessee’s Managing Member or other such person
      responsible for the financial management of the Lessee (A) setting forth
      the computations required to establish the Lessee’s compliance with each
      financial covenant, if any, during the statement period, (B) stating that
      the signers of the certificate have reviewed this Lease and the operations
      and
      condition (financial or other) of the Lessee and each of Lessee’s subsidiaries,
      if any, during the relevant period and (C) stating that no Event of Default
      occurred during the period, or if an Event of Default did occur, describing
      its
      nature, the date(s) of its occurrence or period of existence and what action
      the
      Lessee has taken with respect thereto. The Lessee shall also promptly provide
      the Lessor with copies of all annual reports, proxy statements and similar
      information distributed to shareholders, partners or members, and copies of
      all
      filings with the Securities and Exchange Commission and the Pension Benefit
      Guaranty Corporation, and shall provide, in form satisfactory to the Lessor,
      such additional information, reports or other information as the Lessor may
      from
      time to time reasonably request regarding the financial and business affairs
      of
      the Lessee or any of the Lessee’s subsidiaries, if any. If the Lessee is an
      individual, the Lessee shall provide annually a personal financial statement
      in
      form and detail acceptable to the Lessor and such other financial information
      as
      the Lessor may from time to time reasonably request.

    


    19. No
      Liens.
      Lessee
      shall not create or suffer to exist any lien or other encumbrance of any kind
      upon the Equipment or this Lease and agrees that if Lessee breaches this
      covenant Lessor may, at its option, but without any obligation to do so: (i)
      cancel this Lease; or (ii) perform or comply, or otherwise cause performance
      or
      compliance, with such terms including the payment or discharge of all taxes,
      fees, security interest or other liens, encumbrances or claims, at any time
      levied or placed on the Equipment or this Lease. Nothing in this Paragraph
      shall
      be construed to limit, abridge, supercede, or otherwise invalidate the right
      of
      Lessor to make expenditures or to take action or perform an obligation of Lessee
      as set forth in Paragraph 23 of this Lease.

    


    20. Quiet
      Enjoyment; Equipment is Personalty.
      Lessor
      covenants that so long as no Event of Default shall have occurred, Lessee shall
      be entitled to quiet possession and use of the Equipment in accordance with
      this
      Lease. Lessor and Lessee agree that the Equipment shall remain personal
      property. Lessee will obtain and deliver upon Lessor’s request any landlord and
      mortgagee waivers in recordable form, satisfactory to Lessor, from all persons
      claiming any interest in the real property on or in which the Equipment is
      located.

    


    21. Events
      of Default.
      Any of
      the following events or conditions shall constitute an “Event of Default”:
      (i) if not cured within ten (10) days after notice from Lessor, failure by
      the Lessee to pay when due (whether at the stated maturity, by acceleration,
      upon demand or otherwise) the Rent, or any part thereof, or there occurs any
      event or condition which after notice, lapse of time or after both notice and
      lapse of time will permit acceleration of Rent; (ii) if not cured within
      ten (10) days after notice from Lessor, default by the Lessee in the performance
      of any obligation, covenant, term or condition of this Lease, or any other
      agreement with the Lessor or any of its affiliates or subsidiaries
      (collectively, “Affiliates”); (iii) if not cured within ten (10) days after
      notice from Lessor, failure by the Lessee to pay when due (whether at the stated
      maturity, by acceleration, upon demand or otherwise) any indebtedness or
      obligation in excess of Twenty-five thousand dollars ($25,000) owing to any
      third party or any Affiliate, the occurrence of any event which could result
      in
      acceleration of payment of any such indebtedness or obligation or the failure
      to
      perform any material agreement with any third party or any Affiliate;
      (iv) the Lessee is dissolved, becomes insolvent, generally fails to pay or
      admits in writing its inability generally to pay its debts as they become due;
      (v) the Lessee makes a general assignment, arrangement or composition
      agreement with or for the benefit of its creditors or makes, or sends notice
      of
      any intended, bulk sale; the sale, assignment, transfer or delivery of all
      or
      substantially all of the assets of the Lessee to a third party; or the cessation
      by the Lessee as a going business concern; (vi) the Lessee files a petition
      in bankruptcy or institutes any action under federal or state law for the relief
      of debtors or seeks or consents to the appointment of an administrator,
      receiver, custodian or similar official for the wind up of its business (or
      has
      such a petition or action filed against it and such petition action or
      appointment is not dismissed or stayed within forty-five (45) days);
      (vii) the reorganization, merger, consolidation or dissolution of the
      Lessee (or the making of any agreement therefor); (viii) the death or
      judicial declaration of incompetency of the Lessee, if an individual;
      (ix) the entry of any judgment or order, in excess of Twenty-five thousand
      dollars ($25,000), of any court, other governmental authority or arbitrator
      against the Lessee which is not satisfied within ten (10) days after the entry
      thereof; (x) falsity, omission or inaccuracy of material facts submitted to
      the Lessor or any Affiliate (whether in a financial statement or otherwise);
      (xi) a material adverse change in the Lessee, its business, assets,
      operations, affairs or condition (financial or otherwise) from the status shown
      on any financial statement or other document submitted to the Lessor or any
      Affiliate, and which change the Lessor reasonably determines will have a
      material adverse affect on (a) the Lessee, its business, assets, operations
      or condition (financial or otherwise), or (b) the ability of the Lessee to
      pay the Rent; (xii) any pension plan of the Lessee fails to comply with
      applicable law or has vested unfunded liabilities that, in the opinion of the
      Lessor, might have a material adverse effect on the Lessee’s ability to repay
      its debts; (xiii) any indication or evidence received by the Lessor that
      the Lessee may have directly or indirectly been engaged in any type of activity
      which, in the Lessor’s discretion, might result in the forfeiture or any
      property of the Lessee to any governmental authority; (xiv) any direct or
      indirect change in the beneficial ownership of Lessee or any Guarantor, except
      The Sagemark Companies Ltd, whether by operation of law or otherwise, after
      which the percentage of any issued and outstanding shares of any class of stock
      of such Lessee or Guarantor, beneficially owned by any person or group of
      persons having beneficial ownership of any such shares, has changed by at least
      ten percent (10%) more or less than it was on the date of the Lease;
      (xv) the occurrence of any event described in Section 21 (i) through and
      including 21(xiv) with respect to any subsidiary or to any endorser, guarantor
      (“Guarantor”) or any other party liable for, or whose assets or any interest
      therein secures, payment of any of the Rent; or (xvi) the Lessor in good
      faith deems itself insecure with respect to payment of the Rent.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    22. Remedies.
      Immediately upon the occurrence of any Event of Default, Lessor (or assignee)
      may, without notice or demand, take any or all of the following steps:
      (a) immediately terminate the Lease and require Lessee, at its expense,
      promptly to return all or any portion of the Equipment to the possession of
      Lessor at such place as Lessor may designate; (b) without process of law,
      enter upon the premises where the Equipment is located and take immediate
      possession of the Equipment, free from all claims for loss or damage caused
      by
      repossession; (c) declare immediately due and payable an amount equal to
      the present value of (1) all unpaid Rent due and to become due during the
      entire Term, plus (2) the purchase price payable under Lessee’s purchase
      option, if constructively exercised, using a factor selected by Lessor in its
      sole discretion to determine present value; (d) sell, re-lease or otherwise
      dispose of the Equipment as is or with any commercially reasonable preparation,
      at public or private sale, in one or more parcels, upon any terms, at such
      place(s) and time(s) and to such persons or firms as Lessor deems best, without
      demand or notice, although Lessee agrees ten (10) business days’ written notice
      if given shall be deemed reasonable notice; or (e) exercise any other right
      or remedy in equity or under applicable law, including without limitation
      remedies of a secured party under the Uniform Commercial Code. Lessee shall
      be
      liable for all costs and expenses incurred by Lessor for sale or re-lease,
      including reasonable brokers’ commissions and attorneys’ fees and disbursements,
      whether for internal or outside counsel. To the extent permitted by applicable
      law, Lessee hereby waives any valuation, inquisition, stay, appraisal or
      redemption laws which, but for this provision, might be applicable to any sale
      or re-lease of the Equipment.

    


    23. Lessor’s
      Right to Cure.
      If
      Lessee fails to perform or comply with any of the terms hereof following any
      applicable cure period, Lessor, at its option, but without any obligation to
      do
      so, may perform or comply, or otherwise cause performance or compliance, with
      such terms including the payment or discharge of all taxes, fees, security
      interest or other liens, encumbrances or claims, at any time levied or placed
      on
      the Equipment. An election to make expenditures or to take action or perform
      an
      obligation of Lessee under the Lease, after Lessee’s failure to perform, shall
      not affect Lessor’s right to declare an Event of Default and to exercise its
      remedies. Nor shall the provisions of this Section relieve Lessee of any of
      its
      obligations hereunder with respect to the Equipment or impose any obligation
      on
      Lessor to proceed in any particular manner with respect to the
      Equipment.

    


    24. Purchase
      Option and Automatic Renewal.
      Lessee
      shall have only such option to purchase the Equipment upon expiration of the
      Lease as specified in a separate Purchase and Renewal Option Rider (“Rider”) to
      the Schedule. Any option shall be suspended during the existence of any Event
      of
      Default. In addition, in the event Lessee does not intend to exercise the
      Purchase or Renewal Option as provided for in the Purchase and Renewal Rider
      attached hereto and made a part hereof, Lessee must notify Lessor of its intent
      to return the Equipment at least one hundred twenty (120) days but not more
      than
      two hundred seventy (270) days prior to the Base Term expiration date. If Lessee
      intends to return the Equipment, it must do so to a location of Lessor’s
      choosing under the terms and conditions set forth in this Lease. Until and
      unless Lessee provides Lessor with the notice required hereunder, this Lease
      shall automatically renew for additional twelve (12) month terms, during which
      time all of the terms and conditions of the Lease and Schedule will remain
      in
      full force and effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    25. Further
      Assurances.
      Lessee
      will execute all documents and take all further actions requested by Lessor
      to
      protect Lessor’s interests under this Lease, including without limitation
      Uniform Commercial Code financing statements. Lessor is authorized to file
      this
      Lease as a security agreement in lieu of a financing statement, to file
      financing statements without the signature of Lessee, with copies to Lessee,
      and
      to execute financing statements on behalf of Lessee. Lessee will pay all costs
      of filing financing statements with respect to this Lease, including without
      limitation documentary stamp taxes. Lessee will cause Lessor’s interest in the
      Equipment to be noted on any certificate of title relating to the
      Equipment.

    


    26. Power
      of Attorney.
      Lessee
      hereby irrevocably appoints Lessor, its officers, employees and agents, or
      any
      of them, as attorneys-in-fact for Lessee with full power and authority in the
      place and stead of Lessee and in the name of Lessee or its own name from time
      to
      time in Lessor’s discretion, to (a) execute financing statements relating
      to the Equipment, (b) execute applications for certificates of title or
      notices of lien relating to titled Equipment, (c) endorse checks, drafts or
      other instruments drawn by the issuer of insurance covering the Equipment or
      (d) execute and deliver any writing and take any other actions that the
      Lessor deems necessary or desirable to perfect or protect Lessor’s interests
      under this Lease. This power is coupled with an interest and if Lessee is a
      natural person shall not be affected by any subsequent disability of the
      Lessee.

    


    27. Enforceability.
      This
      Lease shall be binding upon Lessee’s successors and assigns and shall be
      enforceable by Lessor’s successors and assigns.

    


    28. Waivers;
      Changes in Writing.
      No
      course of dealing nor any omission, failure or delay of the Lessor in exercising
      any power or right hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or power. Lessee
      expressly disclaims any reliance on any course of dealing or usage of trade
      or
      oral representation of the Lessor and agrees that none of the foregoing shall
      operate as a waiver of any right or remedy of the Lessor. No notice to or demand
      on the Lessee in any case shall entitle the Lessee to any other or further
      notice or demand in similar or other circumstances. No waiver of any provision
      of this Lease or consent to any departure by the Lessee therefrom shall in
      any
      event be effective unless made specifically in writing by the Lessor and then
      such waiver or consent shall be effective only in the specific instance and
      for
      the purpose for which given. No modification to any provision of this Lease
      shall be effective unless made in writing in an agreement signed by the Lessee
      and the Lessor.

    


    29. No
      Commitment; Lessor’s Right to Terminate Commitments.
      This
      Master Equipment Lease is not a legal commitment to lend and Lessor shall have
      no obligation to enter into any Schedule unless (1) Lessor has issued a
      specific commitment for such Schedule, (2) no Event of Default or any event
      which with lapse of time or notice, or both, would become an Event of Default
      exists with respect to any agreement or other obligation of Lessee in any
      capacity to Lessor or any of its Affiliates in any capacity, and (3) none
      of the following has occurred: (a) there has been a material adverse change
      in Lessee’s financial position or credit standing as determined by Lessor in its
      sole discretion; (b) the Equipment fails to be delivered and accepted by
      Lessee before the commitment expires; (c) Lessee or any Guarantor fails to
      cause its counsel to deliver on its behalf any legal opinion requested by the
      Lessor; (d) Lessee fails to deliver evidence satisfactory to Lessor that
      Lessee has obtained and will maintain in force during the Lease Term all
      federal, state and local permits, licenses and approvals necessary for the
      acquisition, transportation, operation and maintenance of the Equipment,
      including without limitation disposal of all associated wastes and by-products
      and protection of operators and other persons in the vicinity of the Equipment;
      or (e) any other condition specified in the Schedule has not been
      fulfilled. Immediately upon Lessor’s termination or rejection of a Schedule or
      commitment based on this section, Lessee will return, and reimburse Lessor
      on
      demand for all sums disbursed by Lessor with respect to, the Equipment and
      proposed Schedule, including without limitation all Lessor’s attorneys’ fees and
      disbursements, whereupon, if Lessee is not in default with respect to any
      agreement with Lessor, Lessor will transfer to Lessee without warranty or
      recourse any rights Lessor may have with respect to the Equipment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    30. Software
      License; Service Financing.
      To the
      extent that any Schedule includes Software:

    


    
      	
            	(a)	
              Lessee
                acknowledges that (i) all Software listed on any Schedule, or incorporated
                as a component of any Equipment listed in a Schedule, is governed
                by
                separate software license agreement(s) between Lessee and manufacturer(s)
                or vendor(s) of the Software, solely in its (their) capacity as licensor
                of such Software (the “Licensor”) relating to Software (the “License
                Agreement”) governing Lessee’s rights thereto, (ii) the Lease does not
                convey any explicit or implicit license for the use of the Software
                or
                other intellectual property relating to the Equipment, and (iii)
                Lessor
                does not hold title to any Software and Lessee is or shall be the
                licensee
                of such Software directly from the
                Licensor.

            


    

     

    
      	
            	(b)	
              Lessee
                shall not amend, modify or otherwise alter, any term or condition
                of any
                the License Agreement, including, without limitation, any such term
                or
                condition related to (i) payment of any amounts due thereunder, (ii)
                any
                liabilities or obligations of Lessee as licensee, (iii) the payment
                of
                late fees on past due amounts, or (iv) the payment of applicable
                taxes;
                provided, however, that this provision shall not apply to those terms
                and
                conditions relating solely to amounts owing to Licensor which have
                not
                been financed under the Lease.

            


    

    


    31. Entire
      Agreement.
      This
      Lease (including the Schedules and Riders) constitutes the entire agreement
      between Lessor and Lessee relating to the Equipment and supersedes all prior
      dealings. This Lease may be amended only in a writing signed by both parties.
      

    


    32. Notices.
      Any
      demand or notice hereunder or under any applicable law pertaining hereto shall
      be in writing and duly given if delivered to Lessee (at 1 Lethbridge Plaza,
      Route 17 North, Suite 20, Mahwah, NJ 07430, or as hereinafter notified by
      Lessee, in writing), with a copy to Margo Bader, Esq, 1 Lethbridge Plaza, Route
      17 North, Suite 20, Mahwah, NJ 10430, and to Robert L. Blessey, Esq, 51 Lyon
      Ridge Road, Katonah, NY 10536, or to the Lessor (at the address on page one
      and
      separately to the representative of the Lessor responsible for Lessee’s
      relationship with the Lessor at the address provided by Lessor). Such notice
      or
      demand shall be deemed sufficiently given for all purposes when delivered (i)
      by
      personal delivery and shall be deemed effective when delivered, or (ii) by
      mail
      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 (e.g., Federal Express). Notice by e-mail
      is not valid notice under this or any other agreement between Lessee and the
      Lessor. Lessee shall immediately notify Lessor and any assignee of any change
      in
      the location of the Equipment or in Lessee’s address, name, management,
      financial condition or form of organization. Time is of the essence with regard
      to all Notices.

    


    33. Generally
      Accepted Accounting Principles.
      Any
      financial calculation to be made, all financial statements and other financial
      information to be provided, and all books and records, system of accounting
      and
      reserves to be kept in connection with the provisions of this Lease, shall
      be in
      accordance with generally accepted accounting principles consistently applied
      during each interval and from interval to interval; provided, however, that
      in
      the event changes in generally accepted accounting principles shall be mandated
      by the Financial Accounting Standards Board or any similar accounting body
      of
      comparable standing, or should be recommended by Lessee's certified public
      accountants, to the extent such changes would affect any financial calculations
      to be made in connection herewith, such changes shall be implemented in making
      such calculations only from and after such date as Lessee and the Lessor shall
      have amended this Lease to the extent necessary to reflect such changes in
      the
      financial and other covenants to which such calculations relate.

    


    34. Cumulative
      Nature and Non-Exclusive Exercise of Rights and Remedies.
      All
      rights and remedies of the Lessor pursuant to this Lease shall be cumulative,
      and no such right or remedy shall be exclusive of any other such right or
      remedy. No single or partial exercise by the Lessor of any right or remedy
      pursuant to this Lease or otherwise shall preclude any other or further exercise
      thereof, or any exercise of any other such right or remedy, by the
      Lessor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    35. Governing
      Law; Jurisdiction.
      This
      Lease has been delivered to and accepted by the Lessor and will be deemed to
      be
      made in the State of New York. Except as otherwise provided under federal law,
      this Lease will be interpreted in accordance with the laws of the State of
      New
      York excluding its conflict of laws rules. LESSEE
      HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
      FEDERAL COURT IN THE STATE OF NEW YORK IN A COUNTY OR JUDICIAL DISTRICT WHERE
      THE LESSOR OR ANY OF ITS AFFILIATES MAINTAINS A BRANCH AND CONSENTS THAT THE
      LESSOR MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT LESSEE’S ADDRESS
      SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED
      IN THIS LEASE WILL PREVENT THE LESSOR FROM BRINGING ANY ACTION, ENFORCING ANY
      AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST LESSEE INDIVIDUALLY, AGAINST
      ANY SECURITY OR AGAINST ANY PROPERTY OF LESSEE WITHIN ANY OTHER COUNTY, STATE
      OR
      OTHER FOREIGN OR DOMESTIC JURISDICTION.
      Lessee
      acknowledges and agrees that the venue provided above is the most convenient
      forum for both the Lessor and Lessee. Lessee waives any objection to venue
      and
      any objection based on a more convenient forum in any action instituted under
      this Lease. 

    


    36. Additional
      Waivers by Lessee. Lessee  (a) waives personal service of process and
      subpoenas, (b) consents to the service of process and subpoenas by
      registered or certified mail, return receipt requested, directed to the Lessee’s
      last known address (or such other address as Lessee may notify Lessor), with
      such service deemed complete five days after mailing, (c) waives any right
      to assert any counterclaim or setoff or any defense based upon any statute
      of
      limitations or any claim of laches, (d) waives its right to attack any
      final judgment that is obtained as a direct or indirect result of any such
      action and (e) consents to each such final judgment being sued upon in any
      court having jurisdiction. LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES
      CONFERRED BY UCC ARTICLE 2A SECTIONS 505-522, INCLUDING WITHOUT LIMITATION
      ANY
      RIGHTS TO (a) CANCEL OR REPUDIATE THE LEASE, (b) REJECT OR REVOKE
      ACCEPTANCE OF THE EQUIPMENT, (c) RECOVER DAMAGES FROM THE LESSOR FOR BREACH
      OF WARRANTY OR FOR ANY OTHER REASON, (d) CLAIM A SECURITY INTEREST IN ANY
      REJECTED EQUIPMENT IN LESSEE’S POSSESSION OR CONTROL, (e) DEDUCT FROM RENT
      ALL OR ANY PART OF ANY CLAIMED DAMAGES RESULTING FROM THE LESSOR’S DEFAULT UNDER
      THE LEASE, (f) ACCEPT PARTIAL DELIVERY OF THE EQUIPMENT, (g) RECOVER
      FROM LESSOR OR ASSIGNEE ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
      DAMAGES FOR ANY REASON WHATSOEVER, AND (h) SPECIFIC PERFORMANCE, REPLEVIN
      OR THE LIKE FOR ANY OF THE EQUIPMENT. Lessee also waives any statutory right
      it
      may have now or in the future to require the Lessor to sell or re-lease the
      Equipment or otherwise to mitigate damages.

    


    37. Interpretation.
      Unless
      the context otherwise clearly requires, references to plural includes the
      singular and references to the singular include the plural; references to
“individual” shall mean a natural person and shall include a natural person
      doing business under an assumed name (e.g.,
      a
“DBA”); the word “or” has the inclusive meaning represented by the phrase
“and/or”; the word “including”, “includes” and “include” shall be deemed to be
      followed by the words “without limitation”; and captions or section headings are
      solely for convenience and not part of the substance of this Lease. Any
      representation, warranty, covenant or agreement herein shall survive execution
      and delivery of this Lease and shall be deemed continuous. Each provision of
      this Lease shall be interpreted as consistent with existing law and shall be
      deemed amended to the extent necessary to comply with any conflicting law.
      If
      any provision nevertheless is held invalid, the other provisions shall remain
      in
      effect. The Lessee agrees that in any legal proceeding, a photocopy of this
      Lease kept in the Lessor’s course of business may be admitted into evidence as
      an original. The captions in this Lease are for convenience only.

    


    38. Waiver
      of Jury Trial. The
      Lessee and the Lessor hereby knowingly, voluntarily, and intentionally waive
      any
      right to trial by jury the Lessee and the Lessor may have in any action or
      proceeding, in law or in equity, in connection with this Lease or any
      transactions related hereto. The Lessee represents and warrants that no
      representative or agent of the Lessor has represented, expressly or otherwise,
      that the Lessor will not, in the event of litigation, seek to enforce this
      jury
      trial waiver. The Lessee acknowledges that the Lessor has been induced to enter
      into this Lease by, among other things, the provisions of this
      Section.

    


    39.
       Joint
      and Several Liability. If
      there
      is more than one Lessee, each of them shall be jointly and severally liable
      under this Lease and any Schedule entered into hereunder and the term “Lessee”
shall include each as well as all of them.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Acknowledgment.
      LESSEE
      ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL THE PROVISIONS OF THIS LEASE,
      INCLUDING THE GOVERNING
      LAW,
      JURISDICTION
      AND
WAIVER
      OF JURY TRIAL,
      AND HAS
      BEEN ADVISED BY COUNSEL AS NECESSARY OR APPROPRIATE.

    


    LESSEE
      ALSO ACKNOWLEDGES THAT ONLY LESSOR’S ORIGINAL OF EACH EQUIPMENT SCHEDULE
      CONSTITUTES CHATTEL PAPER FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE. NO
      SECURITY INTEREST CAN BE PERFECTED BY POSSESSION OF ANY OTHER
      COUNTERPART.

    


    


    
      	
              Date: November
                5, 2007

               

              LESSEE:

            	
              Accepted on: November
                5, 2007

               

              LESSOR:

            
	 	 
	PREMIER ONCOLOGY MANAGEMENT
OF
              NASSAU, LLC 	M&T CREDIT SERVICES,
              LLC
	 	 
	
              By:  /s/
                David R. Greenblatt

              
                David
                  R. Greenblatt, M.D.

                Managing
                  Member

              

            	
              By:  /s/
                Rosemarie Nucci

              Rosemarie
                Nucci

              Banking
                Officer