Exhibit 10.49


 


SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT


 


This
SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is
made and entered into this 1st day of March, 2007 (the “Amendment Effective
Date”) with reference to that certain Management Services Agreement (the “Agreement”)
dated September 1, 2005, by and between Coastal Oncology, Inc., f/k/a
Coastal Radiation Oncology Medical Group, Inc. (the “CROMG”) and
Neuroscience Gamma Knife Center of Southern California, LLC (the “Company”).


 


RECITALS


 


A.                                Pursuant to the
Agreement, CROMG agreed to provide technical personnel and certain other
administrative services to the Company.


 


B.                                  The Company and
CROMG desire to amend the Agreement to provide for, among other items, a
revised fee schedule to the Agreement.


 


C.                                  Terms not
defined in this Amendment shall have the meanings ascribed to them in the
Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants
and undertakings hereunder and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, intending to be legally
bound, the parties hereto do hereby agree as follows:


 


1.                                        Amendment. The Agreement
shall be amended as follows:


 


Section 5(b)—(e) of
the Agreement shall be deleted in their entirety.


 


Section 4
of the Agreement shall be deleted and restated in its entirety as
follows:


 


“Compensation
for Services Rendered.  As consideration for the
Services of technical personnel furnished under this Agreement by CROMG at the
request of the Company, the Company shallreimburse CROMG for the following
costs incurred in providing the Services during the term of the Agreement:


 


(i)                                                                                    all gross wages
paid by CROMG to employees who are directly and exclusively engaged by CROMG to
provide the Services (the “Employees”), including amounts actually paid and
amounts withheld for any reason;


 


(ii)                                                                                 all
unemployment compensation premiums and workers compensation premiums paid by
CROMG on account of the Employees;


 


(iii)                                                                              all applicable federal,
state and local taxes, including but not limited to unemployment and FICA
taxes, paid by CROMG on account of the Employees;


 


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(iv)                                                                             all employer
contributions and insurance premium payments made with respect to any Employees
under the employee benefit plans of CROMG; and


 


(v)                                                                                all other
reasonable and documented expenses incurred by CROMG as a result of providing
the Services contemplated herein plus a four percent (4%) management fee.


 


The parties agree that the
above compensation payable hereunder is intended by the parties to be fair
market value. The compensation will be reviewed on an annual basis by the
parties to determine the fair market value of such payment amounts; and the
parties agree to negotiate in good faith during any such review for any changes
to the Total Cost per Hour to keep it fair market value.


 


Such
compensation shall be made within 20 days following the month in which such
Services were rendered. The Company shall pay CROMG interest at the rate of
nine percent (9%) per annum on all payments not made when due.


 


CROMG
shall not bill or collect from any patient or payors for Services provided
pursuant to the terms of this Agreement. CROMG’s sole compensation for services
provided hereunder shall be the monies paid by the Company under this Section.”


 


2.                                    General
Provisions.


 


2.1.                            Reference to
and Effect on the Agreement, This Amendment modifies the
Agreement to the extent set forth herein, is hereby incorporated by reference
into the Agreement and made a part thereof. Except as specifically amended by
this Amendment, the Agreement shall remain in full force and effect and is
hereby ratified and confirmed. The execution, delivery and performance of this
Amendment shall not constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of the parties to the Agreement.


 


2.2.                            Governing Law. This
Amendment shall be governed by, and construed and enforced in accordance with,
the laws of the State of California.


 


2.3.                            Captions. The captions
or headings in this Amendment are made for convenience and general reference
only and shall not be construed to describe, define or limit the scope or
intent of the provisions of this Amendment.


 


2.4.                            Severability. The provisions
of this Amendment shall be deemed severable and if any portion shall be held
invalid, illegal or unenforceable for any reason, the remainder of this
Amendment shall be effective and binding upon the parties.


 


2.5.                            Counterparts. This
Amendment may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party, it being understood that all parties need not sign the same
counterpart. Delivery of a copy of this Amendment bearing an original signature
by facsimile transmission or by electronic mail in “portable document format”
shall have the same effect as physical delivery of the paper document bearing
the original signature.


 


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2.6.                           Parties in
Interest. Nothing expressed or implied in this Amendment is
intended or shall be construed to confer upon or give to any person other than
the parties hereto any rights or remedies under or by reason of this Amendment
or any transaction contemplated hereby.


 


2.7.                           No Prejudice. This
Amendment has been jointly prepared by the parties hereto and the terms hereof
shall not be construed in favor of or against any party on account of its
participation in such preparation.


 


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IN
WITNESS WHEREOF, the parties hereby execute this Amendment as of the Amendment
Effective Date.


 


	
   

  	
  COASTAL
  ONCOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey A. Goffman

  
	
   

  	
  Name:

  	
  Jeffrey A. Goffman 

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEURO SCIENCE GAMMA KNIFE
  OF SOUTHERN CALIFORNIA, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Miller, M.D.

  
	
   

  	
  Name:

  	
  Paul Miller, M.D.

  
	
   

  	
  Title:

  	
  Manager

  



 


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