Exhibit 10.48a







 





LOAN AGREEMENT


 


This Agreement dated as of September 30,
2011, is between Bank of America, N.A. (the "Bank") and American Shared Hospital Services (the "Borrower").


 


1.FACILITY NO. 1: LINE OF CREDIT AMOUNT AND TERMS


 


1.1Line of Credit Amount.


 


		(a)	During the availability period described below, the Bank will provide a line of credit to the
Borrower. The amount of the line of credit (the10-48a "Facility No. 1 Commitment") is Nine Million Dollars ($9,000,000).



 


		(b)	This is a revolving line of credit. During the availability period, the Borrower may repay principal
amounts and reborrow them.



 


		(c)	The Borrower agrees not to permit the principal balance outstanding to exceed the Facility No.
1 Commitment. If the Borrower exceeds this limit, the Borrower will immediately pay the excess to the Bank upon the Bank's demand.



 


1.2Availability Period.


 


The line of credit is available between the date of this Agreement
and August 1, 2013, or such earlier date as the availability may terminate as provided in this Agreement (the "Facility No.
1 Expiration Date").


 


The availability period for this line of
credit will be considered renewed if and only if the Bank has sent to the Borrower a written notice of renewal for the line of
credit (the "Renewal Notice"). If this line of credit is renewed, it will continue to be subject to all the terms and
conditions set forth in this Agreement except as modified by the Renewal Notice. If this line of credit is renewed, the term "Expiration
Date" shall mean the date set forth in the Renewal Notice as the Expiration Date and the same process for renewal will apply
to any subsequent renewal of this line of credit. A renewal fee may be charged at the Bank's option. The amount of the renewal
fee will be specified in the Renewal Notice.


 


1.3Borrowing Base.


 


This Facility No. 1 is subject to a borrowing base
in accordance with the terms and conditions of a Pledge Agreement executed by the Borrower in favor of the Bank as required under
this Agreement. The terms of the borrowing base include requirements to maintain collateral with an adequate loan value and grant
to the Bank the right to issue a margin call in the event such requirements are not met. Further, any failure to meet the borrowing
base requirements permits the Bank to refuse to make advances or other financial accommodations and constitutes an event
of default under this Agreement.


 


1.4Repayment Terms.


 


		(a)	The Borrower will pay interest on October 1, 2011, and then on the same day of each month
thereafter until payment in full of any principal outstanding under this facility.



 


		(b)	The Borrower will repay in full any principal, interest or other charges outstanding under this
facility no later than the Facility No. 1 Expiration Date. Any interest period for an optional interest rate (as described
below) shall expire no later than the Facility No. 1 Expiration Date.



 


1.5Interest Rate.


 


		(a)	The interest rate is a rate per year equal to the Bank's
Prime Rate minus 0.5 percentage point.



 






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	 	(b) 	
        The Prime Rate is the rate of
interest publicly announced from time to time by the Bank as its Prime Rate. The Prime Rate is set by the Bank based on various
factors, including the Bank's costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans. The Bank may price loans to its customers at, above, or below the Prime Rate. Any change in the
Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Bank's
Prime Rate. 











 





1.6Optional Interest Rates.


 


Instead of the interest rate
based on the rate stated in the paragraph entitled "Interest Rate" above, the Borrower may elect the optional interest
rates listed below for this Facility No. 1 during interest periods agreed to by the Bank and the Borrower. The optional interest
rates shall be subject to the terms and conditions described later in this Agreement. Any principal amount bearing interest at
an optional rate under this Agreement is referred to as a "Portion." The following optional interest rates are available:


 


(a)The LIBOR Rate plus 1.0 percentage point.


 


2.OPTIONAL INTEREST RATES


 


2.1Optional Rates.


 


Each optional interest rate is a rate per year. Interest
will be paid on October 1, 2011, and then on the same day of each month thereafter until payment in full of any principal outstanding
under this Agreement. No Portion will be converted to a different interest rate during the applicable interest period. Upon the
occurrence of an event of default under this Agreement, the Bank may terminate the availability of optional interest rates for
interest periods commencing after the default occurs. At the end of any interest period, the interest rate will revert to the rate
stated in the paragraph entitled "Interest Rate" above, unless the Borrower has designated another optional interest
rate for the Portion.


 


2.2LIBOR Rate.


 


The election of LIBOR Rates shall be subject to the following
terms and requirements:


 


		(a)	The interest period during which the LIBOR Rate will be in effect will be one, two, three, or
six months. The first day of the interest period must be a day other than a Saturday or a Sunday on which banks are open for business
in New York and London and dealing in offshore dollars (a "LIBOR Banking Day"). The last day of the interest period and
the actual number of days during the interest period will be determined by the Bank using the practices of the London inter-bank
market.



 


		(b)	Each LIBOR Rate Portion will be for an amount not less than One Hundred Thousand Dollars ($100,000).



 


		(c)	The "LIBOR Rate" means the interest rate determined by the following formula. (All
amounts in the calculation will be determined by the Bank as of the first day of the interest period.)



 


LIBOR Rate = London Inter-Bank
Offered Rate


(1.00 - Reserve Percentage)


Where,


 


		(i)	"London Inter-Bank Offered Rate" means,
for any applicable interest period, the rate per annum equal to the British Bankers Association LIBOR Rate ("BBA LIBOR"),
as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as selected by the Bank from
time to time) at approximately 11:00 a.m. London time two (2) London Banking Days before the commencement of the interest period,
for U.S. Dollar deposits (for delivery on the first day of such interest period) with a term equivalent to such interest period.
If such rate is not available at such time for any reason, then the rate for that interest period will be determined by such alternate
method as reasonably selected by the Bank. A "London Banking Day" is a day on which banks in London are open for business
and dealing in offshore dollars.



 


 






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		(ii)	"Reserve Percentage" means the total of
the maximum reserve percentages for determining the reserves to be maintained by member banks of the Federal Reserve System for
Eurocurrency Liabilities, as defined in Federal Reserve Board Regulation D, rounded upward to the nearest 11100 of one percent.
The percentage will be expressed as a decimal, and will include, but not be limited to, marginal, emergency, supplemental, special,
and other reserve percentages.



 


		(d)	The Borrower shall irrevocably request a LIBOR Rate Portion no later than 12:00 noon Pacific time
on the LIBOR Banking Day preceding the day on which the London Inter-Bank Offered Rate will be set, as specified above. For example,
if there are no intervening holidays or weekend days in any of the relevant locations, the request must be made at least three
days before the LIBOR Rate takes effect.



 


		(e)	The Bank will have no obligation to accept an election for a LIBOR Rate Portion if any of the
following described events has occurred and is continuing:



 


		(i)	Dollar deposits in the principal amount, and for periods
equal to the interest period, of a LIBOR Rate Portion are not available in the London inter-bank market; or



 


		(ii)	the LIBOR Rate does not accurately reflect the cost
of a LIBOR Rate Portion.



 


		(f)	Each prepayment of a LIBOR Rate Portion, whether voluntary, by reason of acceleration or otherwise, will be accompanied by
the amount of accrued interest on the amount prepaid and a prepayment fee as described below. A "prepayment" is a payment
of an amount on a date earlier than the scheduled payment date for such amount as required by this Agreement.



 


		(g)	The prepayment fee shall be in an amount sufficient to compensate the Bank for any loss, cost
or expense incurred by it as a result of the prepayment, including any loss of anticipated profits and any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain such Portion or from fees payable to terminate the deposits
from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by the Bank in connection
with the foregoing. For purposes of this paragraph, the Bank shall be deemed to have funded each Portion by a matching deposit
or other borrowing in the applicable interbank market, whether or not such Portion was in fact so funded.



 


3.FEES AND EXPENSES


 


3.1Fees.


 


		(a)	Unused Commitment Fee. The Borrower agrees
to pay a fee on any difference between the Facility No. 1 Commitment and the amount of credit it actually uses, determined by
the daily amount of credit outstanding during the specified period. The fee will be calculated at 0.20% per year. This fee is
due on September 30, 2011, and on the last day of each following quarter until the expiration of the availability period.



 






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		(b)	Waiver Fee. If the Bank, at its discretion, agrees to waive or amend any terms of this Agreement, the Borrower will,
at the Bank's option, pay the Bank a fee for each waiver or amendment in an amount advised by the Bank at the time the Borrower
requests the waiver or amendment. Nothing in this paragraph shall imply that the Bank is obligated to agree to any waiver or amendment
requested by the Borrower. The Bank may impose additional requirements as a condition to any waiver or amendment.



 


		(c)	Late Fee. To the extent permitted by law, the Borrower agrees to pay a late fee in an amount not to exceed four percent
(4%) of any payment that is more than fifteen (15) days late. The imposition and payment of a late fee shall not constitute a waiver
of the Bank's rights with respect to the default.



 


3.2Expenses,


 


The Borrower agrees to immediately repay the Bank
for expenses that include, but are not limited to, filing, recording and search fees, appraisal fees, title report fees, and documentation
fees.


 


3.3Reimbursement Costs.


 


		(a)	The Borrower agrees to reimburse the Bank for any expenses it incurs in the preparation of this
Agreement and any agreement or instrument required by this Agreement. Expenses include, but are not limited to, reasonable attorneys'
fees, including any allocated costs of the Bank's in-house counsel to the extent permitted by applicable law.



 


		(b)	The Borrower agrees to reimburse the Bank for the cost of periodic appraisals
of the collateral, at such intervals as the Bank may reasonably require. The actions described in this paragraph may be performed
by employees of the Bank or by independent appraisers.



 


		4.	COLLATERAL



 


4.1Personal Property.


 


The personal property listed below now owned or owned
in the future by the parties listed below will secure the Borrower's obligations to the Bank under this Agreement. The collateral
is further defined in security agreement executed by the owners of the collateral.


 


		(a)	Securities or other investment property owned by the
Borrower as described in the Pledge Agreement required by the Bank.



 


Regulation U of the Board of Governors of the Federal
Reserve System places certain restrictions on loans secured by margin stock (as defined in the Regulation). The Bank and the Borrower
shall comply with Regulation U. If any of the collateral is margin stock, the Borrower shall provide to the Bank a Form U-1 Purpose
Statement.


 


		5.	DISBURSEMENTS, PAYMENTS AND COSTS



 


5.1Disbursements and Payments.


 


		(a)	Each payment by the Borrower will be made in U.S.
Dollars and immediately available funds, without setoff or counterclaim. Payments will be made by debit to a deposit account,
if direct debit is provided for in this Agreement or is otherwise authorized by the Borrower. For payments not made by direct
debit, payments will be made by mail to the address shown on the Borrower's statement, or by such other method as may be permitted
by the Bank.



 






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		(b)	The Bank may honor instructions for advances or repayments given by the Borrower (if an
individual), or by any one of the individuals authorized to sign loan agreements on behalf of the Borrower, or any other individual
designated by any one of such authorized signers (each an "Authorized Individual").



 


		(c)	For any payment under this Agreement made by debit to a deposit account,
the Borrower will maintain sufficient immediately available funds in the deposit account to cover each debit. If there are insufficient
immediately available funds in the deposit account on the date the Bank enters any such debit authorized by this Agreement, the
Bank may reverse the debit.



 


		(d)	Each disbursement by the Bank and each payment by the Borrower will be evidenced
by records kept by the Bank. In addition, the Bank may, at its discretion, require the Borrower to sign one or more promissory
notes.



 


		(e)	Prior to the date each payment of principal and interest and any fees from the Borrower becomes
due (the "Due Date''), the Bank will send to the Borrower a statement of the amounts that will be due on that Due Date (the
"Billed Amount"). The calculations in the bill will be made on the assumption that no new extensions of credit or payments
will be made between the date of the billing statement and the Due Date, and that there will be no changes in the applicable interest
rate. If the Billed Amount differs from the actual amount due on the Due Date (the "Accrued Amount), the discrepancy will
be treated as follows:



 


		(i)	If the Billed Amount is less than the Accrued Amount, the Billed Amount for the following Due Date will be increased by the
amount of the discrepancy. The Borrower will not be in default by reason of any such discrepancy.



 


		(ii)	If the Billed Amount is more than the Accrued Amount, the Billed Amount for the following Due
Date will be decreased by the amount of the discrepancy.



 


Regardless of any such discrepancy,
interest will continue to accrue based on the actual amount of principal outstanding without compounding. The Bank will not pay
the Borrower interest on any overpayment.


 


5.2Borrower's Instructions.


 


		(a)	The Bank may honor instructions for advances or repayments or for the designation of optional
interest rates given, or purported to be given, by any one of the Authorized Individuals. Such instructions may be given in writing
or by telephone, telefax or Internet and intranet websites designated by the Bank with respect to separate products or services
offered by the Bank. The Bank's obligation to act on such instructions is subject to the terms, conditions and procedures stated
elsewhere in this Agreement.



 


		(b)	Except as specified elsewhere in this Agreement or as otherwise agreed between the Bank and the
Borrower, advances will be deposited in and repayments will be withdrawn from account number CA-14993-14357 owned by the Borrower,
or such other of the Borrower's accounts with the Bank as designated in writing by the Borrower.



 


		(c)	The Borrower will indemnify and hold the Bank harmless from all liability, loss, and costs in connection with any act resulting
from instructions the Bank reasonably believes are made by any Authorized Individual, whether such instructions are given in writing
or by telephone, telefax or electronic communications (including e-mail, Internet and intranet websites). This paragraph will survive
this Agreement's termination, and will benefit the Bank and its officers, employees, and agents.





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5.3Direct Debit.


 


		(a)	The Borrower agrees that on the Due Date the Bank will debit the Billed Amount from deposit

account number CA-14993-14357 owned by the Borrower, or such other of the Borrower's accounts with the Bank as designated in writing
by the Borrower (the "Designated Account").



 


		(b)	The Borrower may terminate this direct debit arrangement at any time by sending written notice to

the Bank at the address specified at the end of this Agreement. If the Borrower terminates this arrangement, then the principal
amount outstanding under this Agreement will at the option of the Bank bear interest at a rate per annum which is 0.5 percentage
point higher than the rate of interest otherwise provided under this Agreement.



 


5.4Banking Days.


 


Unless otherwise provided in this Agreement,
a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in
fact closed, in the state where the Bank's lending office is located, and, if such day relates to amounts bearing interest at an
offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar
interbank market. All payments and disbursements which would be due on a day which is not a banking day will be due on the next
banking day. All payments received on a day which is not a banking day will be applied to the credit on the next banking day.


 


5.5Interest Calculation.


 


Except as otherwise stated in this Agreement,
all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This results
in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this
Agreement shall continue to bear interest until paid.


 


5.6Default Rate.


 


Upon the occurrence of any default or after
maturity or after judgment has been rendered on any obligation under this Agreement, all amounts outstanding under this Agreement,
including any unpaid interest, fees, or costs, will at the option of the Bank bear interest at a rate which is 6.0 percentage points
higher than the rate of interest otherwise provided under this Agreement. This may result in compounding of interest. This will
not constitute a waiver of any default.


 


5.7Additional Costs.


 





The Borrower will pay the Bank, on demand, for the
Bank's costs or losses arising from any Change in Law which are allocated to this Agreement or any credit outstanding under this
Agreement. The allocation will be made as determined by the Bank, using any reasonable method. The costs include, without limitation,
the following:


 


		(a)	any reserve or deposit requirements (excluding any reserve requirement already reflected in the
calculation of the interest rate in this Agreement); and



 


		(b)	any capital requirements relating to the Bank's assets and commitments for credit.



 


"Change in Law" means the occurrence,
after the date of this Agreement, of the adoption or taking effect of any new or changed law, rule, regulation or treaty, or
the issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental
authority. provided that (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives issued in connection with that Act, and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be
deemed to be a "Change in Law," regardless of the date enacted, adopted or issued.


 






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6.CONDITIONS


 


Before the Bank is required to extend any
credit to the Borrower under this Agreement, it must receive any documents and other items it may reasonably require, in form and
content acceptable to the Bank, including any items specifically listed below.


 


6.1Authorizations.


 


Evidence that the execution, delivery and performance by the
Borrower of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.


 


6.2Governing Documents.


 


If required by the Bank, a copy of the Borrower's organizational
documents.


 


6.3Security Agreements.


 


Signed original security agreements covering the personal
property collateral which the Bank requires. 6.4Perfection and Evidence of Priority.


 


Evidence that the security interests and
liens in favor of the Bank are valid, enforceable, properly perfected in a manner acceptable to the Bank and prior to all others'
rights and interests, except those the Bank consents to in writing.


 


6.5Payment of Fees.


 


Payment of all fees and other amounts due
and owing to the Bank, including without limitation payment of all accrued and unpaid expenses incurred by the Bank as required
by the paragraph entitled "Reimbursement Costs."


 


6.6Good Standing.


 


Certificates of good standing for the Borrower from its state
of formation and from any other state in which the Borrower is required to qualify to conduct its business.


 


6.7Insurance.


 


Evidence of insurance coverage, as required in the "Covenants"
section of this Agreement.


 


7.REPRESENTATIONS AND WARRANTIES


 


When the Borrower signs this Agreement, and until the Bank is
repaid in full, the Borrower makes the following representations and warranties. Each request for an extension of credit constitutes
a renewal of these representations and warranties as of the date of the request:


 


7.1Formation.


  


The Borrower is duly formed and existing under the
laws of the state or other jurisdiction where organized.




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7.2Authorization.


 


This Agreement, and any instrument or agreement required
hereunder, are within the Borrower's powers, have been duly authorized, and do not conflict with any of its organizational papers.


 


7,3Enforceable Agreement.


 


This Agreement is a legal, valid and binding agreement
of the Borrower, enforceable against the Borrower in accordance with its terms, and any instrument or agreement required hereunder,
when executed and delivered, will be similarly legal, valid, binding and enforceable.


 


7.4Good Standing.


 


In each state in which the Borrower does business,
it is properly licensed, in good standing, and, where required, in compliance with fictitious name statutes.


 


7.5No Conflicts.


 


This Agreement does not conflict with any law, agreement,
or obligation by which the Borrower is bound.




7.6Financial Information.


 


All financial and other information that
has been or will be supplied to the Bank is sufficiently complete to give the Bank accurate knowledge of the Borrower's (and any
guarantor's) financial condition, including all material contingent liabilities. Since the date of the most recent financial statement
provided to the Bank, there has been no material adverse change in the business condition (financial or otherwise), operations,
properties or prospects of the Borrower (or any guarantor).


 


7.7Lawsuits.


 


There is no lawsuit, tax claim or other dispute pending or threatened
against the Borrower which, if lost, would impair the Borrower's financial condition or ability to repay the loan, except as have
been disclosed in writing to the Bank.


 


7.8Collateral.


 


All collateral required in this Agreement is owned
by the grantor of the security interest free of any title defects or any liens or interests of others, except those which have
been approved by the Bank in writing.


 


7.9Permits, Franchises.


 


The Borrower possesses all permits, memberships, franchises,
contracts and licenses required and all trademark rights, trade name rights, patent rights, copyrights, and fictitious name rights
necessary to enable it to conduct the business in which it is now engaged.


 


7.10Other Obligations.


 


The Borrower is not in default
on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument
or obligation, except as have been disclosed in writing to the Bank.


 


7.11Tax Matters.


 


The Borrower has no knowledge of any pending assessments
or adjustments of its income tax for any year and all taxes due have been paid, except as have been disclosed in writing to the
Bank.




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7.12No Event of Default.


 


There is no event which is, or with notice or lapse
of time or both would be, a default under this Agreement.


 


7.13Insurance.


 


The Borrower has obtained, and maintained in effect, the insurance
coverage required in the "Covenants" section of this Agreement.


 


8.COVENANTS


 


The Borrower agrees, so long as credit is available
under this Agreement and until the Bank is repaid in full:


 


8.1Use of Proceeds.


 


To use the proceeds of Facility No. 1 only for working
capital.




8.2Financial Information.


 


To provide the following financial information and
statements in form and content acceptable to the Bank, and such additional information as requested by the Bank from time to time.
The Bank reserves the right, upon written notice to the Borrower, to require the Borrower to deliver financial information and
statements to the Bank more frequently than otherwise provided below, and to use such additional information and statements to
measure any applicable financial covenants in this Agreement.


 


		(a)	Within 120 days of the fiscal year end, the annual financial statements of the Borrower. These
financial statements must be audited (with an opinion satisfactory to the Bank) by a Certified Public Accountant acceptable to
the Bank. The statements shall be prepared on a consolidated basis.



 


		(b)	Within 90 days after each period's end, semi-annual financial statements of the Borrower. These
financial statements may be company-prepared. The statements shall be prepared on a consolidated basis.



 


		(c)	Within 10 days of the end of each month, copies of the most recent statements relating to investment
accounts of the Borrower, whether such investment accounts are held at a financial institution, brokerage firm or otherwise.



 


		(d)	Promptly upon the Bank's request, such other books, records, statements, lists of property and
accounts, budgets, forecasts or reports as to the Borrower and as to each guarantor of the Borrower's obligations to the Bank as
the Bank may request.



 


8.3Profitability.


 


To maintain on a consolidated basis a positive net
income before taxes, extraordinary items, and minority interest for each annual accounting period.


 


8.4Bank as Principal Depository.


 


To maintain the Bank or one of its affiliates as
its principal depository bank, including for the maintenance of business, cash management, operating and administrative deposit
accounts.




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8.5Maintenance of Assets.


 


		(a)	Not to sell, assign, lease, transfer or otherwise dispose of any part of the Borrower's business
or the Borrower's assets except in the ordinary course of the Borrower's business.



 


		(b)	Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than fair
                                                                 market value, or enter into any agreement to do so.



 


		(c)	Not to enter into any sale and leaseback agreement covering any of its fixed assets.



 


		(d)	To maintain and preserve all rights, privileges, and franchises the Borrower now has.



 


		(e)	To make any repairs, renewals, or replacements to keep the Borrower's properties in good
                                                                 working condition.



 


8.6Notices to Bank.


 


To promptly notify the Bank in writing of:


 


		(a)	Any lawsuit over One Million Dollars ($1,000,000) against the Borrower or any Obligor.



 


		(b)	Any substantial dispute between any governmental authority
and the Borrower or any Obligor.



 


		(c)	Any event of default under this Agreement, or any event which, with notice or lapse of time
                                                                 or both, would constitute an event of default.



 


		(d)	Any material adverse change in the Borrower's or any Obligor's business condition (financial
or otherwise), operations, properties or prospects, or ability to repay the credit.



 


		(e)	Any change in the Borrower's or any Obligor's name, legal structure, principal residence (for an individual), state of
                                                                 registration (for a registered entity), place of business, or chief executive office if the Borrower or any Obligor has more
                                                                 than one place of business.



 


		(f)	Any actual contingent liabilities of the Borrower or any Obligor, and any such contingent
                                                                 liabilities which are reasonably foreseeable, where such liabilities are in excess of One Million Dollars ($1,000,000) in the
                                                                 aggregate.



 


		(g)	Any event wherein a governmental authority, including but not limited to Medicare or the Food and Drug Administration,
                                                                 withdraws or fails to renew any material license, permit or certification of the Borrower or its equipment.



 


For purposes of this Agreement, 'Obligor" shall
mean any guarantor, any party pledging collateral to the Bank, or, if the Borrower is comprised of the trustees of a trust, any
trustor.


8.7Insurance.


 


		(a)	General Business Insurance. To maintain insurance as is usual for the business it is in.



 


		(b)	Evidence of Insurance. Upon the request of the Bank, to deliver to
the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.





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8.8Compliance with Laws.


 


To comply with the laws (including any fictitious
or trade name statute), regulations, and orders of any government body with authority over the Borrower's business. The Bank shall
have no obligation to make any advance to the Borrower except in compliance with all applicable laws and regulations and the Borrower
shall fully cooperate with the Bank in complying with all such applicable laws and regulations.


 


8.9ERISA Plans.


 


Promptly during each year, to pay and cause any subsidiaries
to pay contributions adequate to meet at least the minimum funding standards under ERISA with respect to each and every Plan; file
each annual report required to be filed pursuant to ERISA in connection with each Plan for each year; and notify the Bank within
ten (10) days of the occurrence of any Reportable Event that might constitute grounds for termination of any capital Plan by the
Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer
any Plan. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Capitalized
terms in this paragraph shall have the meanings defined within ERISA.


 


8.10 Books and Records.


 


To maintain adequate books and records.




8.11Audits.


 


To allow the Bank and its agents to inspect the Borrower's
properties and examine, audit, and make copies of books and records at any reasonable time. If any of the Borrower's properties,
books or records are in the possession of a third party, the Borrower authorizes that third party to permit the Bank or its agents
to have access to perform inspections or audits and to respond to the Bank's requests for information concerning such properties,
books and records.


 


8.12Perfection of Liens.


 


To help the Bank perfect and protect its security
interests and liens, and reimburse it for related costs it incurs to protect its security interests and liens.


 


8.13Cooperation.


 


To take any action reasonably requested by the Bank
to carry out the intent of this Agreement.




9.DEFAULT AND REMEDIES


 


If any of the following events
of default occurs, the Bank may do one or more of the following: declare the Borrower in default, stop making any additional credit
available to the Borrower, and require the Borrower to repay its entire debt immediately and without prior notice. If an event
which, with notice or the passage of time, will constitute an event of default has occurred and is continuing, the Bank has no
obligation to


 


make advances or extend additional credit under this
Agreement. In addition, if any event of default occurs, the Bank shall have all rights, powers and remedies available under any
instruments and agreements required by or executed in connection with this Agreement, as well as all rights and remedies available
at law or in equity. If an event of default occurs under the paragraph entitled "Bankruptcy," below, with respect to
the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.


 


9.1Failure to Pay.


 


The Borrower fails to make a payment under this Agreement when
due.


 




    	-11-



    	 



    




9.2Other Bank Agreements.


 


Any default occurs under any other agreement the
Borrower (or any Obligor) or any of the Borrowers related entities or affiliates has with the Bank or any affiliate of the Bank.


 


9.3Cross-default.


 


Any default occurs under any
agreement in connection with any credit the Borrower (or any Obligor) has obtained from anyone else or which the Borrower (or any
Obligor) has guaranteed if the default consists of failing to make a payment when due and gives the other lender the right to accelerate
the obligation.


 


9.4False Information.


 


The Borrower or any Obligor has given the Bank false
or misleading information or representations.




9.5Bankruptcy.


 


The Borrower, any Obligor, or any general partner of the Borrower
or of any Obligor files a bankruptcy petition, a bankruptcy petition is filed against any of the foregoing parties, or the Borrower,
any Obligor, or any general partner of the Borrower or of any Obligor makes a general assignment for the benefit of creditors.


 


9.6Receivers.


 


A receiver or similar official is appointed for a
substantial portion of the Borrower's or any Obligors business, or the business is terminated, or, if any Obligor is anything other
than a natural person, such Obligor is liquidated or dissolved.


 


9.7Lien Priority.


 


The Bank fails to have an enforceable first lien
(except for any prior liens to which the Bank has consented in writing) on or security interest in any property given as security
for this Agreement (or any guaranty).


 


9.8Judgments.


 


Any judgments or arbitration awards are entered against
the Borrower or any Obligor, or the Borrower or any Obligor enters into any settlement agreements with respect to any litigation
or arbitration, in an aggregate amount of One Million Dollars ($1,000,000) or more in excess of any insurance coverage.


 


9.9Material Adverse Change.


 


A material adverse change occurs,
or is reasonably likely to occur, in the Borrower's (or any Obligor's) business condition (financial or otherwise), operations,
properties or prospects, or ability to repay the credit.


 


9.10Government Action.


 


Any government authority takes action that the Bank
believes materially adversely affects the Borrower's or any Obligor's financial condition or ability to repay.


 


9.11Default under Related Documents.


 


Any default occurs under any guaranty,
subordination agreement, security agreement, deed of trust, mortgage, or other document required by or delivered in
connection with this Agreement or any such document is no longer in effect, or any guarantor purports to revoke or disavow
the guaranty; or any representation or warranty made by any guarantor is false when made or deemed to be made.






    	-12-



    	 



    




 


9.12Borrowing Base.


 


If any of the credit covered by this Agreement is subject to
an agreement to maintain a borrowing base, the terms of such agreement are breached and the Borrower fails to cure such breach
by the expiration of any applicable cure period.


 


9.13ERISA Plans.


 


Any one or more of the following events occurs with
respect to a Plan of the Borrower subject to Title IV of ERISA, provided such event or events could reasonably be expected, in
the judgment of the Bank, to subject the Borrower to any tax, penalty or liability (or any combination of the foregoing) which,
in the aggregate, could have a material adverse effect on the financial condition of the Borrower:


 


		(a)	A reportable event shall occur under Section 4043(c) of ERISA with respect to a Plan.



 


		(b)	Any Plan termination (or commencement of proceedings to terminate a Plan) or the full or partial
withdrawal from a Plan by the Borrower or any ERISA Affiliate.



 


9.14 Other Breach Under Agreement.


 


A default occurs under any other term or condition
of this Agreement not specifically referred to in this Article. This includes any failure or anticipated failure by the Borrower
(or any other party named in the Covenants section) to comply with any financial covenants set forth in this Agreement, whether
such failure is evidenced by financial statements delivered to the Bank or is otherwise known to the Borrower or the Bank.


 


10.ENFORCING THIS AGREEMENT; MISCELLANEOUS


 


10.1GAAP.


 


Except as otherwise stated in this Agreement, all
financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles,
consistently applied.


 


10.2Governing Law.


 


This Agreement is governed by and shall be interpreted according
to federal law and the laws of California. If state or local law and federal law are inconsistent, or if state or local law is
preempted by federal law, federal law governs. If the Bank has greater rights or remedies under federal law, whether as a national
bank or otherwise, this paragraph shall not be deemed to deprive the Bank of such rights and remedies as may be available under
federal law.


 


10.3Successors and Assigns.


 


This Agreement is binding on the Borrower's and the
Bank's successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank's prior consent. The
Bank may sell participations in or assign this loan, and may exchange information about the Borrower (including, without limitation,
any information regarding any hazardous substances) with actual or potential participants or assignees. If a participation is sold
or the loan is assigned, the purchaser will have the right of set-off against the Borrower.




    	-13-



    	 



    

10.4Dispute Resolution Provision.


 


This paragraph, including the subparagraphs below,
is referred to as the "Dispute Resolution Provision." This Dispute Resolution Provision is a material inducement for
the parties entering into this agreement.


 


		(a)	This Dispute Resolution Provision concerns the resolution of any controversies or claims between the parties, whether arising
in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this
agreement (including any renewals, extensions or modifications); or (ii) any document related to this agreement (collectively a
"Claim"). For the purposes of this Dispute Resolution Provision only, the term "parties' shall include any parent
corporation, subsidiary or affiliate of the Bank involved in the servicing, management or administration of any obligation described
or evidenced by this agreement.



 


		(b)	At the request of any party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal
Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply even though this agreement provides that it is governed
by the law of a specified state.



 


		(c)	Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration
of financial services disputes of the American Arbitration Association or any successor thereof ("AAA"), and the terms
of this Dispute Resolution Provision. In the event of any inconsistency, the terms of this Dispute Resolution Provision shall control.
If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause,
the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration.



 


		(d)	The arbitration shall be administered by AAA and conducted, unless otherwise required by law, in any U.S. state where real
or tangible personal property collateral for this credit is located or if there is no such collateral, in the state specified in
the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million
Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings
shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the
award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon
a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s)
shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having
jurisdiction to be confirmed and have judgment entered and enforced.



 


		(e)	The arbitrator(s) will give effect to statutes of limitation in determining any Claim and shall dismiss the arbitration if
the Claim is barred under the applicable statutes of limitation. For purposes of the application of any statutes of limitation,
the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning
this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s), except as set forth at subparagraph
(j) of this Dispute Resolution Provision. The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this
agreement.



 


		(f)	The procedure described above will not apply if the Claim, at the time of the proposed submission to arbitration, arises from
or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent
to submission of the Claim to arbitration.



 


		(g)	To the extent any Claims are not arbitrated, to the extent permitted by
law the Claims shall be resolved in court by a judge without a jury, except any Claims which are brought in California state court
shall be determined by judicial reference as described below.



 




    	-14-



    	 



    

		(h)	Any Claim which is not arbitrated and which is brought in California state court will be resolved by a general reference to
a referee (or a panel of referees) as provided in California Code of Civil Procedure Section 638. The referee (or presiding referee
of the panel) shall be a retired Judge or Justice. The referee (or panel of referees) shall be selected by mutual written agreement
of the parties. If the parties do not agree, the referee shall be selected by the Presiding Judge of the Court (or his or her representative)
as provided in California Code of Civil Procedure Section 638 and the following related sections. The referee shall determine all
issues, whether of fact or law, in accordance with existing California law and the California rules of evidence and civil procedure.
The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter
equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without
limitation motions for summary judgment or summary adjudication . The award that results from the decision of the referee(s) will
be entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil
Procedure Sections 644(a) and 645. The parties reserve the right to seek appellate review of any judgment or order, including but
not limited to, orders pertaining to class certification, to the same extent permitted in a court of law.



 


		(i)	This Dispute Resolution Provision does not limit the right of any party to: (i) exercise self-help
remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property
collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such
as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies.
The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter
to require submittal of the Claim to arbitration or judicial reference.



 


		(j)	Any arbitration or court trial (whether before a judge or jury or pursuant to judicial reference)
of any Claim will take place on an individual basis without resort to any form of class or representative action (the "Class
Action Waiver"). The Class Action Waiver precludes any party from participating in or being represented in any class or representative
action regarding a Claim. Regardless of anything else in this Dispute Resolution Provision, the validity and effect of the Class
Action Waiver may be determined only by a court or referee and not by an arbitrator. The parties to this agreement acknowledge
that the Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable
from the agreement to arbitrate Claims. If the Class Action Waiver is limited, voided or found unenforceable, then the parties'
agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or
invalidation of the Class Action Waiver. The Parties acknowledge and agree that under no circumstances will a class action be
arbitrated.



 


		(k)	By agreeing to binding arbitration or judicial reference, the parties irrevocably and voluntarily
waive any right they may have to a trial by jury as permitted by law in respect of any Claim. Furthermore, without intending in
any way to limit this Dispute Resolution Provision, to the extent any Claim is not arbitrated or submitted to judicial reference,
the parties irrevocably and voluntarily waive any right they may have to a trial by jury to the extent permitted by law in respect
of such Claim. This waiver of jury trial shall remain in effect even if the Class Action Waiver is limited, voided or found unenforceable.
WHETHER THE CLAIM IS DECIDED BY ARBITRATION, BY JUDICIAL REFERENCE, OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND
THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.



 


10.5Severability; Waivers.


 


If any part of this Agreement
is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default.
If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.


 




    	-15-



    	 



    

10.6Attorneys' Fees.


 


The Borrower shall reimburse the Bank for any reasonable costs
and attorneys' fees incurred by the Bank in connection with the enforcement or preservation of any rights or remedies under this
Agreement and any other documents executed in connection with this Agreement, and in connection with any amendment, waiver, "workout"
or restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to
recover costs and reasonable attorneys' fees incurred in connection with the lawsuit or arbitration proceeding, as determined by
the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11,
United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable attorneys' fees incurred
by the Bank related to the preservation, protection, or enforcement of any rights of the Bank in such a case. As used in this paragraph,
"attorneys' fees" includes the allocated costs of the Bank's in-house counsel.


 


10.7Set-Off.


 


		(a)	In addition to any rights and remedies of the Bank provided by law, upon the occurrence and during
the continuance of any event of default under this Agreement, the Bank is authorized, at any time, to set off and apply any and
all Deposits of the Borrower or any Obligor held by the Bank or its affiliates against any and all Obligations owing to the Bank.
The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and
although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits
and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated
at prevailing market prices in order to effect such set-off.



 


		(b)	The set-off may be made without prior notice to the Borrower or any other party, any such notice
being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law. The Bank
agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and application.



 


		(c)	For the purposes of this paragraph, "Deposits" means any deposits (general or special, time or demand, provisional
or final, individual or joint) as well as any money, instruments, securities, credits, claims, demands, income or other property,
rights or interests owned by the Borrower or any Obligor which come into the possession or custody or under the control of the
Bank or its affiliates. "Obligations" means all obligations, now or hereafter existing, of the Borrower to the Bank under
this Agreement and under any other agreement or instrument executed in connection with this Agreement, and the obligations to the
Bank of any Obligor.



 


10.8 One Agreement.


 


This Agreement and any related security or other agreements
required by this Agreement, collectively:


 


		(a)	represent the sum of the understandings and agreements between the Bank and the Borrower concerning
this credit;



 


		(b)	replace any prior oral or written agreements between the Bank and the Borrower concerning this
credit; and



 


		(c)	are intended by the Bank and the Borrower as the final, complete and exclusive statement of the
terms agreed to by them.



 


In the event of any conflict between this
Agreement and any other agreements required by this Agreement, this Agreement will prevail. Any reference in any related
document to a "promissory note" or a "note" executed by the Borrower and dated as of the date of this
Agreement shall be deemed to refer to this Agreement, as now in effect or as hereafter amended, renewed, or restated.






    	-16-



    	 



    

 


10.9Indemnification.


 


The Borrower will indemnify and hold the Bank harmless from
any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement
or any document required hereunder, (b) any credit extended or committed by the Bank to the Borrower hereunder, and (c) any litigation
or proceeding related to or arising out of this Agreement, any such document, or any such credit. This indemnity includes but is
not limited to attorneys' fees (including the allocated cost of in-house counsel). This indemnity extends to the Bank, its parent,
subsidiaries, affiliates and all of their directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity
will survive repayment of the Borrower's obligations to the Bank. All sums due to the Bank hereunder shall be obligations of the
Borrower, due and payable immediately without demand.


 


10.10 Notices.


 


Unless otherwise provided in this Agreement or in
another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or
sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or
sent by facsimile to the fax numbers listed on the signature page, or to such other addresses as the Bank and the Borrower may
specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt
or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied, when transmitted, or (iii) if
hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.


 


10.11Headings.


 


Article and paragraph headings are for reference
only and shall not affect the interpretation or meaning of any provisions of this Agreement.


 


10.12 Counterparts.


 


This Agreement may be executed in as many counterparts
as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed
an original but all such counterparts shall constitute but one and the same agreement. Delivery of an executed counterpart of this
Agreement (or of any agreement or document required by this Agreement and any amendment to this Agreement) by telecopy or other
electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Agreement; provided, however,
that the telecopy or other electronic image shall be promptly followed by an original if required by the Bank.


 


10.13 Borrower Information; Reporting to Credit Bureaus.


 


The Borrower authorizes the Bank at any time to verify
or check any information given by the Borrower to the Bank, check the Borrower's credit references and obtain credit reports. The
Borrower agrees that the Bank shall have the right at all times to disclose and report to credit reporting agencies and credit
rating agencies such information pertaining to the Borrower and/or all guarantors as is consistent with the Bank's policies and
practices from time to time in effect.


 


10.14 Amendment and Restatement of Prior Agreement.


 


This Agreement is an
amendment and restatement, in its entirety, of the Loan Agreement entered into as of July 1, 2004, between the Bank and the
Borrower, and any indebtedness outstanding thereunder shall be deemed to be outstanding under this Agreement. Nothing in this
Agreement shall be deemed to be a repayment or novation of the indebtedness, or to release or otherwise adversely affect any
lien, mortgage or security interest securing such indebtedness or any rights of the Bank against any guarantor, surety or
other party primarily or secondarily liable for such indebtedness.


 






    	-17-



    	 



    

  


This Agreement is executed as of the date stated at the top
of the first page.


 





	Bank of America, N.A.	 	American Shared Hospital Services	 
	 	 	 	 	 	 
	By	/s/ John C. Plecque	 	By	/s/ Ernest A. Bates, M.D.	 
	 	John C. Plecque	 	 	Ernest A. Bates, M.D.	 
	 	Senior Vice President	 	 	Chairman of the Board	 
	 	Address where notices to the Bank are to be sent:	 	 	Address where notices to the Borrower are to be sent:	 
	 	Mail Code: CA5-106-01-05 	 	 	 	 
	 	Palo Alto Main Office, Suite 101 

530 Lytton Avenue	 	 	Four Embarcadero Center, Suite 3700 

San Francisco, CA 94117-4107 	 
	 	Palo Alto, CA 94301-1539 	 	 	Telephone:	 
	 	Facsimile:                          	 	 	Facsimile:                       	 







  


 


USA Patriot Act Notice; Affiliate Sharing
Notice; Affiliate Marketing Notice.


 


Federal law requires Bank of America,
N.A. (the "Bank") to provide the following notice. The notice is not part of the foregoing agreement or instrument and
may not be altered. Please read the notice carefully.


 


(1)USA PATRIOT ACT NOTICE


 


Federal law requires all financial institutions
to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask
for the Borrower's legal name, address, tax ID number or social security number and other identifying information. The Bank may
also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Borrower,
guarantors or other related persons.




 


 






    	-18-