Exhibit 10.35


 


OFFICE LEASE


 


This
Lease is made as of October 1, 1999 (the “Lease Date”) by and between the
Landlord and the Tenant named below.


 


ARTICLE 1 - BASIC LEASE
TERMS


 


For
the purposes of this Lease, the following terms shall have the meanings set
forth below:


 


1.1          Landlord.  6th City
Landowners, a Florida general partnership.


 


1.2          Tenant.  U.S. Cancer Care Acquisition Corp., a Florida
corporation.


 


1.3          Building.  The Building known as Orange Park Medical
Center, at 2161 Kingsley Avenue, in Orange Pak Florida located on the tract of
land (the “Land”) described in Exhibit “A” hereto.  The Building and the Land and any other
improvements from time to time on said Land are collectively referred to herein
as the “Property.”


 


1.4          Leased Premises.  Suite(s) 100 on the 1st & 2nd floor of the Building, containing
approximately 7500 square feet, as indicated on the floor plan attached as Exhibit “B”.


 


1.5          Lease Term.  The period beginning on the earlier of:  (i) November 1, 1999; and (ii) the
date when Tenant occupies the Leased Premises and commences its business
operations therein, and ending on October 31, 2000.  Tenant has the right to renew and extend the
Lease Term in accordance with the provisions of the attached Exhibit “C”.


 


1.6          Commencement Date.  The “Commencement Date” shall be the date
specified in Section 1.5 above for the beginning of the Lease Term.


 


1.7          Base Rent.  Base rent is Eleven Thousand Two Hundred
Fifty Dollars ($11,250) per month.


 


1.8          Security Deposit.  There shall be no security deposit.


 


1.9          Addresses.  Tenant’s address is:  700 Ygnacio Valley Road, Suite 300,
Walnut Creek, California.  Landlord’s
address is 3599 University Boulevard, Suite 1500, Jacksonville, Florida
32216.


 


1.10        Permitted Use.  Medical offices in which radiation oncology
equipment is operated, or in which radiation oncology services are provided.


 


1.11        Common Areas.  All areas situated on or in the Property
which are for use by tenants of the Property in common, including parking
areas, streets, driveways, aisles, sidewalks, curbs, delivery passages, loading
areas, lighting facilities, and all other areas situated on or in the Property
which are designed for common use.


 

















 


1.12        Rent Commencement Date.  The Rent Commencement Date shall be the
earlier of the date when Tenant occupies the Leased Premises and commences its
business operations therein, or November 1, 1999.  Notwithstanding anything contained herein to
the contrary:  (i) the Rent
Commencement Date shall be deferred, and the term of this Lease extended one day
for each day of delay beyond November 1, 1999 that the Leased Premises are
not available for occupancy by the Tenant for any reason; and (ii) if, in
accordance with the foregoing, the Rent Commencement Date has not occurred on
or before January 1, 2000, then Tenant may, at its option, terminate this
Lease by notice to Landlord.


 


ARTICLE 2 - GRANTING CLAUSE
AND RENT PROVISIONS


 


2.1          Grant of Premises.  Landlord hereby leases the Leased Premises to
Tenant during the Lease Term, subject to the provisions of this Lease.


 


2.2          Rent.  Tenant agrees toy the Rent to Landlord on the
first day of each month during the term of this Lease, without demand, offset
or reduction, except as otherwise set forth herein.  All Rent for any partial period shall be
prorated.


 


ARTICLE 3 - OCCUPANCY AND
USE


 


3.1          Use.  The Leased Premises shall be used and
occupied only for the purposes as set forth in Section 1.10.


 


3.2          Entry.  Landlord or its authorized agents shall,
after at least 24 hours prior written notice to Tenant, have the right to enter
the Leased Premises (except for vaults and other secured areas) to perform
repairs, to show the Leased Premises to potential purchasers or lenders and,
during the last nine (9) months of the term, to potential tenants, but in
exercising such rights, Landlord shall not interfere with or impair Tenant’s
use and enjoyment of the Leased Premises.


 


3.3          Compliance with Laws, Rules and
Regulations.  Landlord, at its sole cost and expense, shall
comply with all laws and other legal requirements of state, federal, municipal
or other agencies or bodies having jurisdiction over the use, operation,
condition or occupancy of the Property, including the Leased Premises,
including but not limited to those concerning environmental, health and safety
matters, and access and facilities for handicapped or disabled persons
(collectively, the “Laws”); provided that Tenant shall procure at its own
expense all permits and licenses (not including, however, certificates of
occupancy) required for the transaction of its business in the Leased Premises
and shall comply with all Laws, regulations and orders related thereto.  Without limiting the generality of the
foregoing, Landlord shall at its own expense comply with any Laws, ordinances,
orders and other governmental requirements concerning asbestos (or its removal
or containment) on the Property or in the Building (including the Leased
Premises.)  Tenant will comply with the rules and
regulations of the Property adopted by Landlord, as amended, but the rules and
regulations shall not materially impair Tenant’s rights under this Lease or
interfere with Tenant’s use of the Leased Premises.  Landlord covenants to enforce the rules and
regulations in a fair and equitable manner as to all tenants of the Property.


 


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ARTICLE 4 - UTILITIES AND
SERVICES


 


4.1          Building Services.


 


(a)           Landlord shall provide all
utilities and services for normal office uses, including hot and cold water, a
tenant directory, electricity for normal office equipment, central heating and
air conditioning, gas, elevators, sewer service, replacement of light bulbs in
the Leased Premises and Common Areas, trash removal service, janitorial service
(including daily cleaning service and periodic window cleaning), landscaping
and such other services and utilities as are customarily provided by landlords
in medical buildings in the locality of the Building.  The parties specifically agree that Tenant
will be operating radiation oncology, and radiation oncology related, equipment
on the premises, and such use shall be considered to be “normal office use.”  Landlord shall furnish central heating and
air conditioning in season (on business days from 7:00 a.m. to 7:00 p.m.)
at temperatures and in amounts as are generally provided in medical buildings
in the locality of the Building or in compliance with governmental regulations,
whichever is greater.  Service for
central heating and air conditioning at times other than as above provided
shall be furnished upon not less than twenty-four (24) hours advance notice
from Tenant, and Landlord shall be entitled to charge Tenant the cost incurred
by Landlord in providing such overtime service, including reasonable charges
for overhead and supervision in connection therewith, and if more than one
tenant has requested or is furnished such overtime service for all or some of
the same hours, the charge therefor will be prorated, based upon the number of
tenants requesting and/or availing themselves of said overtime service concurrently.  Landlord shall also provide routine
maintenance, painting and electric lighting service for all public areas and
special service areas of the Property in the manner and to the extent generally
provided in medical office buildings comparable to the Building in the locality
where the Building is located.  Landlord
may, in its sole discretion, provide additional services not enumerated herein.


 


(b)           If and so long as an
interruption of a service or utility not due to a fire or other casualty or any
act, neglect, fault or omission of any duty by Tenant, its agents, servants,
employees or invitees, continues and shall interfere with the conduct of Tenant’s
business for more than five (5) business days after notice of such
interruption shall have been given to Landlord, the base rent to be paid
hereunder shall be abated, to such an extent as is fair and reasonable under
the circumstances, based on the degree of interference, from the date of such
interruption until such service or utility shall be restored, and if such an
interruption of a service or utility shall be so complete as to significantly
interfere with the conduct of Tenant’s business therefrom for more than one (1) month
after Landlord first receives notice of such interruption, then Tenant shall have
the right to terminate this Lease by giving written notice thereof to Landlord
at any time thereafter before such service or utility is restored.  Such termination shall be effective as of the
date which Tenant shall specify in said notice, but not more than sixty (60)
days after the date upon which said notice of termination is given.


 


(c)           In addition to the right to
abate rent as set forth above, if such interruption continues for more than
five (5) days after notice of such interruption has been given to
Landlord, Tenant shall have the right, after giving Landlord notice thereof, to
attempt to 


 


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repair the interruption,
without liability to Landlord (except for Tenant’s negligence), and Tenant may
offset against rent due under this Lease the reasonable cost of such repairs.


 


4.2          Theft or Burglary.  Landlord shall not be liable to Tenant for
losses to Tenant’s property or personal injury caused by criminal acts or entry
by any person into the Leased Premises or the Property, except to the extent of
Landlord’s negligence, willful misconduct or breach of this Lease.


 


4.3          Common Areas.  Tenant and its agents, employees, customers
and invitees shall have the right in common with others to use the Common Areas.  Landlord shall not make any alteration or
change to the Common Areas that would adversely affect Tenant or its business.


 


ARTICLE 5 - REPAIRS AND
MAINTENANCE


 


5.1          Landlord Repairs.  Landlord shall maintain the Property in good
order and condition and perform all necessary repairs and replacements in and
to the Property, interior and exterior, structural and non-structural, ordinary
and extraordinary and unforeseen and foreseen (except for (1) non-structural
repairs in or to the Leased Premises that are expressly not Landlord’s
responsibility under this Section 5.1, and (ii) repairs necessitated
by Tenant or Tenant’s agents, employees or visitors).


 


5.2          Tenant Repairs.  Tenant, at its own cost and expense, shall
maintain the Leased Premises in a good condition (except for those items that
are the responsibility of Landlord under Section 5.1), and Tenant shall
repair or replace any damage or injury to all or any part of the Leased
Premises and/or the Property, caused by any act or omission of Tenant or Tenant’s
agents, employees, invitees, licensees or visitors.


 


5.3          Request for Repairs.  All requests for repairs or maintenance that
are the responsibility of Landlord pursuant to any provision of this Lease must
be made in writing to Landlord.


 


ARTICLE 6 - ALTERATIONS AND
IMPROVEMENTS


 


If
any construction of Tenant improvements is necessary for the initial occupancy
of the Leased Premises, such construction shall be accomplished and the cost of
such construction shall be borne by Tenant in accordance with a separate
written “Leasehold Improvements Agreement” executed by Landlord and
Tenant.  Tenant accepts the Leased
Premises as being in good and satisfactory condition, except for latent
defects.  Tenant shall not make or allow
to be made any alterations, physical additions or improvements (“alterations”)
in or to the Leased Premises without first obtaining the written consent of
Landlord, except that Tenant may, without obtaining Landlord’s consent, make
alterations or improvements (a) if the alterations or improvements do not
adversely affect the structural elements or mechanical systems of the Building,
do not exceed $15,000.00 in cost (excluding the cost of equipment, machinery or
other items installed by Tenant) for any calendar year and do not violate applicable
Laws or (b) if the alterations or improvements are required by Law.


 


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ARTICLE 7 - CASUALTY AND
INSURANCE


 


7.1          Substantial Destruction.  If (i) the Leased Premises or the
Building should be destroyed by fire or other casualty, or (ii) the Leased
Premises or the Building should be damaged so that rebuilding cannot reasonably
be completed substantially within ninety (90) days after Landlord’s receipt of
written notification by Tenant of the destruction, or (iii) the Building
shall be so damaged as to render it unsuitable for use as a medical office
building comparable to the use to which the Building was being put prior to the
casualty and such damage cannot be repaired and the Building restored to such
use within ninety (90) days from the date of the casualty, then, at Tenant’s
option, this Lease may be terminated and, in such event, the rent shall be
abated for the unexpired portion of the Lease, effective as of the date of the
destruction or damage.


 


7.2          Partial Destruction.  If following damage or destruction to the
Leased Premises or Building by fire or other casualty, this Lease is not
terminated pursuant to Section 7.1 hereof, Landlord shall proceed with
reasonable diligence to rebuild or repair the Building, Leased Premises and
other improvements to substantially the same conditions in which they existed
prior to the damage.  If Tenant’s use of
the Leased Premises or the conduct of its business is impaired due to the
damage, whether or not the Leased Premises are themselves damaged, the rent
payable under this Lease during the period of impairment shall be equitably
reduced based on the degree to which Tenant’s use and enjoyment of the Leased
Premises are impaired.  Landlord’s
obligation to rebuild or restore under this Section shall be limited to
restoring the Leased Premises and Building to substantially the condition in
which the same existed prior to the casualty, exclusive of improvements for
which Tenant is responsible under the terms of this Lease, and Tenant shall,
promptly after the completion of such work by Landlord, proceed with reasonable
diligence and at Tenant’s sole cost and expense to restore those improvements
for which Tenant is responsible under the Lease to substantially the condition
in which the same existed prior to the casualty and to otherwise make the
Leased Premises suitable for Tenant’s use. 
If this Lease is not terminated pursuant to Section 7.1 above, and
if Landlord fails to substantially complete the necessary repairs or rebuilding
within ninety (90) days from the date of Landlord’s receipt of written
notification by Tenant of the destruction, Tenant may at its option terminate
this Lease by delivering written notice of termination to Landlord, whereupon
all rights and obligations under this Lease shall cease.


 


7.3          Property Insurance.  Landlord shall at all times during the term
of this Lease insure the Property against risk of physical loss under standard
fire and extended coverage policies of insurance in an amount at least equal to
the full replacement cost of the Building. 
Landlord shall not be obligated to insure any personal property of
Tenant upon or within the Leased Premises, any fixtures installed or paid for
by Tenant upon or within the Leased Premises, or any improvements which Tenant
may construct on the Leased Premises. 
Tenant shall have no right in or claim to the proceeds of any policy of
insurance maintained by Landlord.  Tenant
at all times during the term of this Lease shall, at its own expense, keep in full
force and effect such insurance on its property against fire and such other
risks as Tenant deems appropriate, using “blanket” insurance coverage if it so
desires.


 


7.4          Waiver of Subrogation.  Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant hereby waive and release each other of and
from any and all right of 


 


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recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that
may occur to the Leased Premises, improvements to the Property, or personal
property within the Property, by reason of fire or the elements, regardless of
cause or origin, including negligence of Landlord or Tenant and their agents,
officers and employees.   Landlord and Tenant agree immediately
to give their respective insurance companies written notice of the terms of the
mutual waivers contained in this Section, and to have the insurance policies
properly endorsed, if necessary, to prevent the invalidation of the insurance
coverages by reason of the mutual waivers.


 


7.5          Hold Harmless.  Tenant hereby indemnifies and agrees to hold
Landlord harmless from and against all liability, damages, costs and expenses
from causes of action, suits, claims, demands and judgments of any nature
whatsoever caused by the use and occupancy of the Premises by Tenant, its
invitees, officers or agents, except to the extent caused by the negligence or
willful misconduct of Landlord, its agents or employees, or Landlord’s breach
of this Lease.  Landlord hereby
indemnifies and agrees to hold Tenant harmless from and against all liability,
damages, costs and expenses from causes of action, suits, claims, demands and
judgments of any nature whatsoever caused by the negligence or willful
misconduct of Landlord, its agents or employees, or Landlord’s breach of this
Lease.


 


7.6          Liability Insurance.  Landlord and Tenant at all times during the
Lease term shall each, at its own expense, keep in full force and effect
comprehensive general liability insurance with “personal injury” coverage, with
minimum limits of $1,000,000.00 on account of bodily injuries to, or death of,
one or more than one person as the result of any one accident or occurrence and
$500,000,00 on account of damage to property. 
All insurance policies or duly executed certificates for the same
required to be carried by Tenant under this Lease, together with satisfactory
evidence of the payment of the premium thereof, shall be deposited with
Landlord on the date Tenant first occupies the Leased Premises and upon
renewals of such policies not less than fifteen (15) days prior to the
expiration of the term of such coverage. 
All insurance required to be carried by Tenant or Landlord under this
Lease shall be in form and content, and written by insurers acceptable to the
other party in its reasonable discretion. 
If either Landlord or Tenant shall fail to comply with any of the
requirements contained in this Lease relating to insurance, the other party may
obtain such insurance and the non-complying party shall pay to the other party,
on demand, the premium cost thereof.


 


ARTICLE 8 - CONDEMNATION


 


8.1          Substantial Taking.  If (i) all of the Property or Leased
Premises is taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain or by purchase in
lieu thereof (a “taking”), or (ii) in the reasonable determination of
Tenant a taking of the Leased Premises or other portion of the Property
(including parking areas) occurs which would prevent or materially interfere
for more than ninety (90) days with the use of the Leased Premises for the
purposes for which they are then being used, this Lease shall, at the option of
Tenant, terminate, and the rent shall be abated during the unexpired portion of
this Lease effective on the date physical possession is taken by the condemning
authority.


 


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8.2          Partial Taking.  If this Lease is not terminated as provided
in Section 8.1 above, Landlord shall restore and reconstruct the Property,
Leased Premises and other improvements on the Leased Premises, to the greatest
degree practicable, to the condition existing prior to the taking.  The rent payable under this Lease during the
unexpired portion of the term shall be reduced by a percentage equal to the
percentage of the Leased Premises that are untenantable following such taking;
provided, however, that if the taking affects a portion of the Leased Premises
in a way that substantially impairs the ability of Tenant to provide medical
services to the general public from the Leased Premises, then the Tenant shall
at its option be entitled to terminate this Lease whereupon all rights and
obligations under this Lease shall terminate.


 


8.3          Condemnation Proceeds.  All compensation awarded for any taking (or
the proceeds of private sale in lieu thereof), whether for the whole or a part
of the Leased Premises, shall be the property of Landlord (whether such award
is compensation for damages to Landlord’s or Tenant’s interest in the Leased
Premises), and Tenant hereby assigns all of its interest in any such award to
Landlord; provided, however, Landlord shall have no interest in any award made
to Tenant for loss of business or for taking of Tenant’s fixtures and other
property within the Leased Premises if a separate award for such items is made
to Tenant.


 


ARTICLE 9 - ASSIGNMENT OR
SUBLEASE


 


9.1          Assignment; Sublease.


 


(a)           Tenant shall not assign this
Lease or sublease the Leased Premises without the prior written consent of
Landlord.  If Landlord does not notify
Tenant in writing of Landlord’s objection to a proposed assignment of the Lease
or a proposed sublease within five (5) business days after Tenant’s
written notice to Landlord of its intent to assign the Lease or sublease the
Leased Premises, Tenant may assume Landlord approves the proposed sublease or
assignment, as applicable.


 


(b)           Tenant agrees to subordinate
its interest under this Lease to any mortgage or deed of trust lien hereafter
placed on the Property.


 


9.2          Landlord Assignment.  Landlord shall have the right to sell,
transfer or assign, in whole or in part, its rights and obligations under this
Lease and in the Property.  No such sale,
transfer or assignment shall release Landlord from any liabilities under this
Lease.


 


9.3          Estoppel Certificates.  Each party agrees to furnish, from time to
time, within ten (10) days after receipt of a request from the other, an
estoppel statement certifying such matters regarding this Lease as may be
reasonably required by the other.


 


ARTICLE 10 - LIENS


 


Landlord
hereby waives and releases any lien, statutory, constitutional or otherwise, on
any property of Tenant.


 


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ARTICLE 11 - DEFAULT AND
REMEDIES


 


11.1        Default by Tenant.  The following shall be deemed to be events of
default by Tenant under this Lease:  (1) Tenant
shall fail to pay any installment of rent or any other payment required
pursuant to this Lease and such default is not cured within five (5) days
after receipt by Tenant of written notice thereof from Landlord; (2) Tenant
or any guarantor of Tenant’s obligations hereunder shall file a petition or he
adjudged bankrupt or insolvent under any applicable federal or state bankruptcy
or insolvency law or admit that it cannot meet its financial obligations as
they become due, or a receiver or trustee shall be appointed for all or
substantially all of the assets of Tenant or any guarantor of Tenant’s
obligations hereunder, and the same shall not be lifted or stayed within ninety
(90) days thereafter; (3) Tenant or any guarantor of Tenant’s obligations
hereunder shall make a transfer in fraud of creditors or shall make an
assignment for the benefit of creditors; or (4) Tenant shall be in default
of any other term, provision or covenant of this Lease, other than those
specified in subparts (1) through (3) above, and such default is not
cured within fifteen (15) days after receipt of written notice thereof from
Landlord, provided that it shall not be an event of default if, as to defaults
not reasonably capable of being cured within such fifteen (15) days, Tenant is
diligently and continuously (subject to force majeure) prosecuting a cure of
such default beyond such fifteen (15) day cure period.


 


11.2        Remedies for Tenant’s Default.  Upon the occurrence of any event of default
set forth in this Lease, Landlord shall have the option to pursue any one or
more of the remedies set forth in this Section 11.2 without any additional
notice or demand:


 


(1)           Without declaring the Lease terminated, Landlord may enter
upon and take possession of the Leased Premises, after using judicial process,
and not by picking, disabling or changing locks, and expel or remove Tenant and
any other person who may be occupying all or any part of the Leased Premises
and relet the Leased Premises on behalf of Tenant and receive the rent directly
by reason of the reletting.


 


(2)           Without declaring the Lease terminated, Landlord may enter
upon the Leased Premises, after using judicial process, and not by picking,
disabling or changing locks, and do whatever Tenant is obligated to do under
the terms of this Lease.  Tenant agrees
to reimburse Landlord on demand for any expenses which Landlord may incur in
effecting compliance with Tenant’s obligations under this Lease.


 


(3)           Landlord may terminate this Lease, in which event Tenant
shall immediately surrender the Leased Premises to Landlord, and if Tenant
fails to surrender the Leased Premises, Landlord may, without prejudice to any
other remedy which it may have for possession or arrearage in rent, enter upon
and take possession of the Leased Premises, after using judicial process, and
not by picking, disabling or changing locks, and expel or remove Tenant and any
other person who may be occupying all or any part of the Leased Premises.  Tenant agrees to pay on demand the present
value of the amount of all loss and damage which Landlord may suffer for any
reason due to the termination of this Lease under this Section, including
(without limitation) loss and damage due to the failure of Tenant to maintain
and/or repair the Leased Premises as required hereunder 


 


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and/or due to the inability
of Landlord to relet the Leased Premises on satisfactory terms or otherwise.


 


11.3        Remedies Cumulative.  All rights and remedies of Landlord and
Tenant, respectively, herein or existing at law or in equity are cumulative and
the exercise of one or more rights or remedies shall not be taken to exclude or
waive the right to the exercise of any other.


 


11.4        Default by Landlord.  Unless otherwise provided herein, if Landlord
defaults in the performance of any term, covenant or condition required to be
performed by Landlord under this Lease, Landlord shall have thirty (30) days
following the receipt of written notice from Tenant specifying such default to
cure such dank.


 


11.5        Tenant’s Remedies.  If Landlord shall default in the performance
of its obligations hereunder and such default shall continue following the expiration
of applicable cure periods expressly provided for in the preceding Section,
Tenant may exercise one or more of the following remedies:


 


(a)           Perform Landlord’s obligations hereunder, and offset the
reasonable costs and expenses incurred by Tenant in doing so against rentals
thereafter coming due hereunder;


 


(b)           Sue Landlord for damages suffered by Tenant as a
consequence of Landlord’s default; and


 


(c)           Notwithstanding any other provisions of this Lease, if
Landlord’s defaults(s) shall render all or any portion of the Leased
Premises or the Property untenantable for those uses customarily associated
with a medical practice for more than sixty (60) days, Tenant shall be entitled
a fair and reasonable rental abatement during the time that all or a portion of
the Leased Premises are so rendered unsuitable, or Tenant may terminate this
Lease and Tenant shall have no further obligation or liability hereunder.


 


11.6        Mitigation.  If there is a default or event of default by
one party, the other party shall use reasonable commercial efforts to mitigate
its damages.


 


ARTICLE 12 - SIGNS


 


12.1        Signs.  Tenant may, with Landlord’s prior written
consent, install, repair, maintain and replace such signs as it desires on the
Building or Property, so long as it complies with applicable Laws.


 


ARTICLE 13 - MISCELLANEOUS


 


13.1        Act of God.  Neither party shall be required to perform
any covenant or obligation in this Lease, or be liable in damages to the other
party, so long as the performance or non-performance of the covenant or
obligation is delayed, caused or prevented by an act of God, by force majeure
or by the other party (“force majeure”); provided however, that the foregoing
shall not apply to or excuse the payment of rent or any other sum of money
owing under this 


 


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Lease.  An
“act of God” or “force majeure” is defined for purposes of this Lease as
strikes, lockouts, sitdowns, material or labor restrictions by any governmental
authority, unusual transportation delays, riots, floods, washouts, explosions,
earthquakes, fire, storms, weather (including wet grounds or inclement weather
which prevents construction), acts of the public enemy, wars, insurrections,
and/or any other cause not reasonably within the control of Landlord or Tenant,
as the case may be, or which by the exercise of due diligence Landlord or
Tenant, as the case may be, is unable wholly or in part, to prevent or
overcome.


 


13.2        Attorney’s Fees.  If any action is brought by either Landlord
or Tenant against the other relative to the enforcement of the terms,
provisions covenants and conditions of this Lease or in regard to any other
matter relating to this Lease, the party in whose favor final judgment shall be
entered shall be entitled to recover court costs incurred and reasonable
attorney’s fees, including fees incurred at trial, in bankruptcy, or on appeal.


 


13.3        Successors.  This Lease shall be binding upon and inure to
the benefit of Landlord and Tenant and their respective heirs, personal
representatives, successors and assigns.


 


13.4        Notices.  Any notice under this Lease shall be deemed
to be delivered (whether or not actually received) three days after it is
deposited in the United States Mail, postage prepaid, certified mail, return
receipt required, addressed to the parties at the respective addresses set
forth herein, or to such other addresses as the parties may have designated by
written notice to each other, with copies of notices to Landlord being sent to
Landlord’s address as shown herein.


 


13.5        Exhibits.  All exhibits referred to in this Lease are
attached hereto and incorporated herein by this reference.


 


13.6        Reasonable Actions.  Each party shall act reasonably and promptly
in connection with giving or withholding any consent, approval or similar
action under this Lease.


 


13.7        Interpretation.  Whenever used in this Lease, the word
“including” (and variations thereof) shall mean “including but not limited
to.”  The parties have negotiated the
terms of this Lease.  The parties intend
this Lease to be interpreted according to the fair meaning of its provisions
and not against the party who is alleged to have drafted it or any particular
portion of it.


 


13.8        Holdover.  If Tenant does not vacate the Property upon
the expiration or earlier termination of this Lease and Landlord thereafter
accepts rent from Tenant, Tenant’s occupancy of the Property shall be a
“month-to-month” tenancy, subject to all of the terms of this Lease applicable
to a month-to-month tenancy, except that the Base Rent then in effect shall be
increased by twenty-five percent (25%).


 


13.10      Surrender.  At the end of the Lease Term, Tenant shall
surrender the Leased Premises to Landlord in good condition and repair, subject
to Articles 7 and 8 (regarding casualty and condemnation) and to reasonable
wear and tear.  Tenant shall have the
right at any time to remove any and all of the trade fixtures and personal
property placed or installed by Tenant on the Property, but Tenant shall repair
any damage caused by the removal.


 


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13.11      Quiet Enjoyment.  If Tenant pays the rent and complies with all
other terms of this Lease, Landlord warrants and covenants Tenant may occupy
and enjoy the Leased Premises for the full Lease Term, subject to the
provisions of this Lease.


 


This
Lease is executed by Landlord and Tenant on the respective dates set forth
below (the date of signature of the last to sign of the parties hereto is the
date of execution of this Lease), but for purposes of identification and
reference, the date of this Lease shall be deemed to be the date first set
forth on page 1 of this Lease.


 


	
  WITNESSES:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  

  



 


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EXHIBIT “C”


 


RENEWAL OPTION


 


This
Exhibit is attached to and forms a part of the Lease dated October 1,
1999, between U.S. Cancer Care Acquisition Corp., a Florida corporation, as
Tenant, and 6th City Landowners, as Landlord, covering the
Leased Premises in the building commonly known as  Orange Park Cancer
Center in Orange Park, Florida (“the Lease”).  The terms used and not otherwise defined in
this Exhibit shall have the same definitions as set forth in the
Lease.  The provisions of this Exhibit shall
prevail over any inconsistent or conflicting provisions of the Lease.


 


1.             Provided the Lease is still in full
force and effect and there is no uncured event of default by Tenant under the
Lease, Tenant shall have the right and option to renew the Lease for four (4) consecutive
additional one (1) year terms (each such term being hereinafter called a
“Renewal Term”), on the following terms and conditions:


 


(a)           Tenant shall exercise the right and
option to renew the term of this Lease by giving Landlord written notice
thereof prior to the expiration of the primary term or any Renewal Term, as
applicable.


 


(b)           The Rent during each Renewal Term
shall be determined as set forth below. 
The Rent shall be adjusted on the first day of the Renewal Term (the
“Rental Adjustment Date”) to the “fair rental value” of the Leased Premises.


 


(c)           For the purposes of such appraisal,
the term “fair rental value” shall mean the price that a ready and willing
tenant would pay, as of the Rental Adjustment Date, as monthly rent to a ready
and willing landlord of property comparable to the Leased Premises if such
property were exposed for lease on the open market for a reasonable period of
time and taking into account all of the purposes for which such property may be
used as provided in the Lease.


 


(d)           Notwithstanding the foregoing, if
Tenant objects to the determination of the new base rent, as determined above,
then Tenant shall have the right to rescind its prior notice to Landlord
exercising the right and option to renew this Lease by giving Landlord written
notice of such rescission within 15 days after Tenant receives notice of the
final determination thereof and the term of the Lease shall expire as if Tenant
had not exercised such right and option to renew the term of this Lease.


 


(e)           The leasing of the Leased Premises by
Landlord to Tenant during a Renewal Term shall be upon all terms and conditions
set forth in the Lease, except as expressly modified by this Exhibit.  Either party, if requested by the other,
agrees to execute a new lease for each Renewal Term on the same terms and conditions
set forth in the Lease, except as modified with respect to the base rent in
accordance with the terms of this Exhibit.


 


	
  INITIALS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Landlord:

  	
  /s/

  	
   

  
	
   

  	
   

  	
   

  
	
  Tenant:
  

  	
  /s/

  	
   

  



 


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