Exhibit 10.38


 





 


May 31, 2007


 


Sanny Vasallo 

Property Manager 

Holladay Property Services 

PO Box 404443 

Atlanta, GA 30384-44433


 


Dear Sanny,


 


Enclosed is the following:


 


1.                                       Check totaling
$28,422.97 comprised as follows:


 


	
  June 2007
  base rent (corrected)

  	
   

  	
  $

  	
  16,918.85

  	
   

  
	
  June 2007
  CAM

  	
   

  	
  6,156.11

  	
   

  
	
  Sales
  tax

  	
   

  	
  1,384.50

  	
   

  
	
  Total
  monthly rent payment (effective 12/16/2006)

  	
   

  	
  24,459.46

  	
   

  
	
  Additional
  rent owed due to CPI increase from 12/16/06 through 5/31/07

  	
   

  	
  3,853.02

  	
   

  
	
  Late
  fee

  	
   

  	
  110.49

  	
   

  
	
  Total
  check amount

  	
   

  	
  $

  	
  28,422.97

  	
   

  



 


2.                                       Calculation of
new rent payment effective 12/16/07 calculated per section (b) of the
lease agreement dated 6/9/200 between WMC Two Partners and 21st Century Oncology, Inc. Please adjust your records
accordingly.


 


3.                                       Copies of lease
payment increase notification letters prepared by Holladay Properties in prior
years. We are accustomed to receiving these letters as notification of lease
payment increases and would appreciate receiving them in the future.


 


If you have any questions
related to any of the above please call me at 239.931.7396 or email me at sbenson@rtsx.com


 


Thank you in advance for
your cooperation.


 


 


	
  /s/ Simon Benson

  	
   

  
	
  Simon Benson 

  	
   

  
	
  Financial Manager

  	
   

  
	
  21st Century Oncology, Inc.

  	
   

  



 


2234 Colonial Boulevard · Fort Myers, Florida 33907 · Tel: (239) 931-7333 · www.21stcenturyoncology.com


 

















 





 


	
  DATE:

  	
   

  	
  2/7/06

  
	
   

  	
   

  	
   

  
	
  MEMO TO:

  	
   

  	
  21st Century Oncology, Inc.

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Holladay Properties

  
	
   

  	
   

  	
   

  
	
  CC:

  	
   

  	
  Lease File

  
	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  CPI Increase for suite 102
  at Westside Medical Arts Building

  



 


Please be informed that your
current lease document contains provisions for increasing the base rent on an
annual basis, calculated by the increase in the Consumer Price Index (CPI). We
have determined the appropriate base and comparison dates as outlined in your lease,
and have calculated the new rental rate that is effective and payable as of
12/16/05. The billing rate is reflected on your statement as well as any
applicable retroactive amounts that are owed since the effective date of the
CPI escalation.


 


EXPLANATION OF THE CPI
CALCULATION:


 


The monthly base rent was
increased for each year since lease inception, unless another interval is
stated in your lease, by the percent difference between the Base CPI and
Current CPI to calculate the new monthly rental amount. The new amount was then
compared back to rent amount charged since the effective date of the CPI
increase. The difference between the two will be charged or credited to your
account accordingly. Depending upon your lease, you may be subject to a minimum
or maximum increase. The new rental amount will reflect those adjustments.


 


	
  Effective Date of CPI
  Increase:

  	
   

  	
  12/16/05

  
	
  Current CPI Period /
  Value:

  	
   

  	
  Dec-05/197.4

  
	
  Base CPI Period / Value:

  	
   

  	
  Dec-04/188.6

  
	
  Current Rent:

  	
   

  	
  $15,535.03

  



 


Formula =         (Current Rent * Current Index) / Base
Index


 


($15,535.03
* 197.4)/188.6


 


New Rental
Amount =                          $16,259.89


 


Upon your review of the
above information and the clause in your lease providing for this rental
adjustment, if you have reason to believe that an error has been made, please
contact us at your earliest convenience. We will review and respond with any
necessary revision and, as appropriate, change the billing to reflect the
correct base rental due. Please note that your monthly rental will remain due
and payable on the first day of each month, unless otherwise stated in your
lease.


 


Thank you in advance for
your prompt attention to this matter.


 

















 


	
  DATE:

  	
   

  	
  1/31/05

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MEMO TO:

  	
   

  	
  21st Century Oncology

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Holladay Properties

  	
  [STAMP]

  
	
   

  	
   

  	
   

  	
   

  
	
  CC:

  	
   

  	
  Lease File

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RE:

  	
   

  	
  CPI Increase for suite 102
  at Westside Medical Arts Building

  	
   

  



 


Please be informed that your
current lease document contains provisions for increasing the base rent on an
annual basis, calculated by the increase in the Consumer Price Index (CPI). We
have determined the appropriate base and comparison dates as outlined in your
lease, and have calculated the new rental rate that is effective and payable as
of 12/16/04. The billing rate is reflected on your statement as well as any
applicable retroactive amounts that are owed since the effective date of the
CPI escalation.


 


EXPLANATION OF THE CPI
CALCULATION:


 


The monthly base rent was
increased for each year since lease inception, unless another interval is
stated in your lease, by the percent difference between the Base CPI and
Current CPI to calculate the new monthly rental amount. The new amount was then
compared back to rent amount charged since the effective date of the CPI
increase. The difference between the two will be charged or credited to your
account accordingly. Depending upon your lease, you may be subject to a minimum
or maximum increase. The new rental amount will reflect those adjustments.


 


	
  Effective Date of CPI
  Increase:

  	
   

  	
  12/16/04

  
	
  Current CPI Period /
  Value:

  	
   

  	
  Dec-04/188.6

  
	
  Base CPI Period / Value:

  	
   

  	
  Dec-03/181.6

  
	
  Base Rent:

  	
   

  	
  $14,958.44

  
	
  Current Rent:

  	
   

  	
  $14,958.44

  



 


Formula =       (Base Rent * Current Index) / Base Index


 


($14,958.44
* 188.6) / 181.6


 


New Rental
Amount =                          $15,535.03


 


Upon your review of the
above information and the clause in your lease providing for this rental
adjustment, if you have reason to believe that an error has been made, please
contact us at your earliest convenience. We will review and respond with any
necessary revision and, as appropriate, change the billing to reflect the
correct base rental due. Please note that your monthly rental will remain due
and payable on the first day of each month, unless otherwise stated in your
lease.


 


Thank you in advance for
your prompt attention to this matter.


 

















 


LEASE AGREEMENT


 


	
   

  	
  October 1,  2002

  
	
   

  	
  Fort Myers, Florida

  



 


This Agreement is between
21st CENTURY ONCOLOGY, INC., Tenant, hereinafter called 21ST CENTURY and
PLANTATION RADIATION ASSOCIATES, Landlord, herein after called PLANTATION, both
of which are located at 2234 Colonial Boulevard, Fort Myers, Florida.


 


Background


 


21ST CENTURY (Tenant)
entered into a lease with WMC TWO PARTNERS, LTD (Landlord) for the premises
located at 350 NW 84th Avenue, Plantation, Florida, the name of the project is
called Plantation Radiation Therapy Regional Center. The site is located in Suite TBD
of the Westside Medical Arts Building, Plantation, Florida. The terms and
conditions of the lease are set forth in the lease between 21ST CENTURY and WMC
TWO PARTNERS, LTD., signed on June 8, 2000 and amended on January 10,
2001. This lease is incorporated and made part of this Agreement.


 


Tenant agreed that it would
lease a part of a building from WMC TWO PARTNERS, LTD. 21ST CENTURY rented
the first floor and part of the second floor.


 

















 


The part of the building
they were renting was only a shell. Both 21ST CENTURY and WMC TWO PARTNERS, LTD
agreed that 21ST CENTURY was to pay for and be responsible for completing the
shell of the building and doing any necessary improvements to the shell. It required
modification, improvements and construction for the space to be used by 21ST
CENTURY. PLANTATION retained and paid DEVOTO CONSTRUCTION to make the
improvements and modifications on the leased premises.


 


The improvements,
modifications and construction to the building were made to accommodate the
equipment required by 21ST CENTURY to treat cancer patients. These
improvements, modifications and construction were done so as to accommodate
21ST CENTURY in setting up the equipment, offices and patient waiting rooms for
the patients waiting to be treated on the various equipment in the building.
The improvements, modifications and construction could be characterized not so
much as expanding the building for the building’s sake but as providing
accommodations for equipment of 21ST CENTURY that is necessary for the
operation of its medical practice. The equipment and the modifications and
improvements were tied together and are construed as one entity and unity. With
21ST CENTURY installing equipment into the accommodations, the “property”, or
object of this lease is defined as the equipment and its accommodation as a
unit and, therefore, PLANTATION would have a residual value in the equipment
and accommodations as a unit.


 

















 


The Certificate of Occupancy
was issued September 28, 2002, and the rent that 21ST CENTURY must pay to
PLANTATION is designated below and start on October 1, 2002 for the
balance of the lease term. The lease term ends on December 1, 2011.


 


DEVOTO CONSTRUCTION was
retained by PLANTATION to make these improvements and modifications in the
leased space, in accordance with existing regulations and laws, and had the
following costs:


 


	
  $

  	
  1,687,000.00

  	
   -

  	
  Original Contract with
  Devoto to make improvements

  
	
  84.751.21

  	
   -

  	
  Change Orders made by 21st
  Century

  
	
  $

  	
  1,771,751.21

  	
   -

  	
  This was the cost to
  Plantation of the project to accommodate the equipment

  



 


DEVOTO CONSTRUCTION
completed the lease space in accordance with existing regulations and laws.
DEVOTO CONSTRUCTION was paid in full by PLANTATION.


 


At present, 21ST CENTURY is
paying rent to the new Landlord, MEDCAP PROPERTIES. 21ST CENTURY started
payment of rent on December 1, 2001. The rent is as follows:


 


	
  $

  	
  14,258.67

  	
  -

  	
  Rent

  	
   

  
	
  855.52

  	
  -

  	
  Sales Tax

  	
   

  
	
  4,678.63

  	
  -

  	
  CAM

  	
   

  
	
  280.72

  	
  -

  	
  Sales Tax

  	
   

  
	
  $

  	
  20,073.54

  	
  -

  	
  Total Rent

  	
   

  



 


On December 1, 2002,
the rent may change based on Consumer Price Index increasing or decreasing and
the amount of CAM may increase or decrease.


 

















 


This rental agreement is not
a financing statement. This entire rental agreement is to be construed as an
accommodation agreement for improvements and modifications which were made for
the benefit of 21ST CENTURY to store and operate its medical equipment.
PLANTATION expects to benefit from the agreement by receiving profits from its
investments in rentable facilities.


 


Rent


 


The rent under this lease
begins on October 1, 2002 and the lease ends on December 1, 2011. The
rent is $18,000.00 per month, plus Florida sales tax, due on the 1st day of
each and every month during the lease term.


 


Failure to make payments by
the 15th day of each month will result in a default by 21ST CENTURY on this
lease. Any late payment made after the 5th day of the month will result in a
late charge of 5% to the tenant’s required payment for that month’s rent. This
is not a sublease of the premises rented by 21ST CENTURY from WMC TWO PARTNERS, LTD.


 


Option


 


Tenant, 21ST CENTURY, has an
option for an additional five (5) year period under the master lease with
WMC TWO PARTNERS, LTD. Both parties agree that in the event 21ST CENTURY
exercises its option to extend the lease for an additional five (5) year
period, that the rental payments made to PLANTATION will continue for those


 

















 


five (5) years at the
same rate of $18,000.00 per month, plus Florida sales tax, until the option period
ends. 21ST CENTURY is to notify PLANTATION, in writing, if it exercises its
option to extend for an additional five (5) years.


 


Default


 


If there is a default
on the master lease between 21ST CENTURY and WMC TWO PARTNERS, LTD., there
will also be a default under this lease and PLANTATION has the option to
accelerate the unpaid lease payments for the remainder of the term of the
present lease with 21ST CENTURY.


 


General


 


PLANTATION has incurred many
costs and maintains an investment equal to at least 20% of the total cost of
the property.


 


The rental rate for the
lease term is the fair rental value of the property. Rental for any extension
of the terms that is not solely at the option of 21ST CENTURY should be the
fair rental value of the property at the time the option is exercisable.


 


21ST CENTURY has no right
under the present lease to purchase the property at the end of the lease except
if there is an amendment to the lease. In that event, if 21ST CENTURY is
allowed to purchase the property, it must be at fair market value.


 


21ST CENTURY has not
provided any part of the cost of the property unless it is furnished in order
to comply with health safety standards of a government authority having
relevant jurisdiction, or comes under other specified exceptions. The provision


 

















 


by 21ST CENTURY of its
equipment would be reasonable since the equipment that is used requires proper
installation to meet health and safety regulations. 21ST CENTURY has extensive
experience with the equipment.


 


21ST CENTURY has not lent
any of the funds necessary to acquire the property or guaranteed any
indebtedness in connection with the property.


 


PLANTATION expects and will
receive a profit on this transaction other than the benefits received solely
from the tax treatment of this lease.


 


Each of the parties has
received a valuable consideration. PLANTATION receives consideration in the
purchase of the equipment and payment of rent by 21ST CENTURY and 21ST CENTURY
receives consideration in the improvements, modifications and construction on
the first and second floor of the lease premises to accommodate the equipment
and treatment of the patients. Both have a common objective. PLANTATION paid
for the improvements and modifications; 21ST CENTURY is paying for all
equipment which is very expensive. They both have a unity and require each
other.


 


None of this could have been
done by 21ST CENTURY without the medical and other equipment to conduct a
radiation therapy practice and treat patients.


 


This agreement is binding on
the heirs, successors, executors, administrators and assignees of the parties.


 

















 


IN WITNESS WHEREOF, the
parties have signed this Agreement, the date and year mentioned above.


 


 


	
  WITNESSES:

  	
   

  	
  21st CENTURY
  ONCOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel
  E. Dosoretz M.D.

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer
  and President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESSES:

  	
   

  	
  PLANTATION RADIATION
  ASSOCIATED

  
	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By:

  	
  /s/ James Rubenstein

  
	
   

  	
   

  	
   

  	
  James
  Rubenstein, M.D.

  
	
   

  	
   

  	
   

  	
  General
  Partner

  



 














 


GUARANTEE


 


RADIATION THERAPY SERVICES, INC.,
the Guarantor, unconditionally guarantees all payments due under this lease.
And further guarantees full performance by the maker of the lease of all terms
and conditions of this lease. This guarantee applies specifically to 21ST
CENTURY ONCOLOGY, INC., or to any of their transferees, successors or
assignees.


 


 


	
   

  	
   

  	
  RADIATION THERAPY SERVICES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESSES:

  	
   

  	
  By:

  	
  /s/ James Rubenstein

  
	
   

  	
   

  	
   

  	
  James Rubenstein 

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
  Secretary

  



 

















 


CERTIFICATE
OF OCCUPANCY/COMPLETION


 


AUDIT # 18477


 


	
   

  	
  C/O

  	
   

  	
  RE-ISSUE
  C/O

  	
   

  	
  COMPLETION

  	
   

  
	
   

  	
  x

  	
   

  	
  o

  	
   

  	
  o

  	
   

  



 


	
  OWNER NAME:

  	
  WMC TWO PARTNERS

  	
   

  	
  FOLIO:0104-45-0010

  
	
   

  	
   

  	
   

  	
   

  
	
  OCCUPANT      :

  	
  PLANTATION RADIATION
  THERAPY

  	
   

  	
   

  



 


	
  LOT: 

  	
  0

  	
  BLOCK: 

  	
  4

  	
  SUBDIVISION:HUMANA /
  GULFSTREAM OFFICE CENTER

  



 


BUILDING:


 


	
  ADDRESS:

  	
  350 NW 84 AVE

  	
   

  	
   

  	
  CITY:    Plantation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONTRACTOR:

  	
  DEVOTO CONSTRUCTION INC

  	
   

  	
       COMP NO:CG CA58107

  
	
   

  	
   

  	
   

  	
   

  
	
  PERMIT
  NO:

  	
  02-1055

  	
   

  	
  DATE OF C/O:09/25/02

  
							



 


	
  Inspections

  	
   

  	
  By

  	
   

  	
  Date

  	
   

  	
   

  
	
  Building

  	
   

  	
  55446

  	
   

  	
  09-23-02

  	
   

  	
  Construction 

  	
  :

  	
  3P

  
	
  Utilities

  	
   

  	
  50579

  	
   

  	
  09-24-02

  	
   

  	
  Group Occupancy 

  	
  :

  	
  G

  
	
  Fire

  	
   

  	
  52116

  	
   

  	
  09-23-02

  	
   

  	
  Dwelling Units 

  	
  :

  	
  1

  
	
  Landscaping

  	
   

  	
  52893

  	
   

  	
  09-24-02

  	
   

  	
  Square Feet 

  	
  :

  	
  8520

  
	
  Zoning

  	
   

  	
  54589

  	
   

  	
  09-23-02

  	
   

  	
  Occupancy Load 

  	
  :

  	
  472

  
	
  Police

  	
   

  	
  7411

  	
   

  	
  09-24-02

  	
   

  	
  Zoning 

  	
  :

  	
  B2P

  



 


 


 


	
   

  	
  APPROVED

  	
  /s/
  Authorized Signatory 9/28/02

  	
   

  
	
   

  	
   

  	
  Building
  Official

  Void Unless Signed by Building Official

  (Signature NOT Required for Certificate of Completion)

  	
   

  



 

















 


LEASE
AGREEMENT


 


	
   

  	
  Date:

  	
  6/9, 2000

  
	
   

  	
   

  	
   

  
	
   

  	
  Site:

  	
  Westside Medical Arts
  Building

  
	
   

  	
   

  	
   

  
	
   

  	
  Landlord:

  	
  WMC Two
  Partners, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  Tenant:

  	
  21st Century
  Oncology, Inc.

  



 

















 


TABLE
OF CONTENTS


 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  SPECIFIC PROVISIONS

  	
  SP-1

  
	
   

  	
   

  
	
  GENERAL PROVISIONS

  	
  GP-1

  
	
   

  	
   

  
	
  1.

  	
  RENT

  	
  GP-1

  
	
   

  	
   

  	
   

  
	
  2. 

  	
  ADDITIONAL RENT

  	
  GP-2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  SECURITY DEPOSIT

  	
  GP-5

  
	
   

  	
   

  	
   

  
	
  4. 

  	
  COMMENCEMENT OF LEASE TERM

  	
  GP-6

  
	
   

  	
   

  	
   

  
	
  5. 

  	
  COMMON AREAS

  	
  GP-6

  
	
   

  	
   

  	
   

  
	
  6. 

  	
  TENANT IMPROVEMENT
  ALLOWANCE; PREPARATION OF PREMISES

  	
  GP-7

  
	
   

  	
   

  	
   

  
	
  7. 

  	
  REPAIRS; MAINTENANCE OF
  PREMISES

  	
  GP-8

  
	
   

  	
   

  	
   

  
	
  8.

  	
  ALTERATIONS

  	
  GP-9

  
	
   

  	
   

  	
   

  
	
  9. 

  	
  AFFIRMATIVE COVENANTS OF
  TENANT

  	
  GP-10

  
	
   

  	
   

  	
   

  
	
  10. 

  	
  NEGATIVE COVENANTS OF
  TENANT

  	
  GP-11

  
	
   

  	
   

  	
   

  
	
  11. 

  	
  INFECTIOUS WASTE DISPOSAL
  AND SOLID WASTE DISPOSAL

  	
  GP-12

  
	
   

  	
   

  	
   

  
	
  12. 

  	
  RIGHTS OF LANDLORD

  	
  GP-16

  
	
   

  	
   

  	
   

  
	
  13. 

  	
  DAMAGE TO PREMISES

  	
  GP-17

  
	
   

  	
   

  	
   

  
	
  14. 

  	
  INDEMNIFICATION AND
  INSURANCE REQUIREMENTS

  	
  GP-18

  
	
   

  	
   

  	
   

  
	
  15. 

  	
  WAIVER OF CLAIMS

  	
  GP-20

  
	
   

  	
   

  	
   

  
	
  16. 

  	
  TRADE FIXTURES

  	
  GP-21

  
	
   

  	
   

  	
   

  
	
  17 

  	
  ASSIGNING, MORTGAGING,
  SUBLETTING

  	
  GP-22

  
	
   

  	
   

  	
   

  
	
  18.

  	
  SUBORDINATION; ATTORNMENT

  	
  GP-23

  



 

















 


	
  19.

  	
  PERFORMANCE OF TENANT’S
  COVENANTS

  	
  GP-23

  
	
   

  	
   

  	
   

  
	
  20.

  	
  CUSTOM AND USAGE

  	
  GP-24

  
	
   

  	
   

  	
   

  
	
  21.

  	
  SURRENDER AND HOLDING OVER

  	
  GP-24

  
	
   

  	
   

  	
   

  
	
  22.

  	
  ADDITIONAL CONSTRUCTION

  	
  GP-24

  
	
   

  	
   

  	
   

  
	
  23.

  	
  CONDEMNATION

  	
  GP-25

  
	
   

  	
   

  	
   

  
	
  24.

  	
  FORCE MAJEURE

  	
  GP-26

  
	
   

  	
   

  	
   

  
	
  25.

  	
  ESTOPPEL STATEMENT

  	
  GP-26

  
	
   

  	
   

  	
   

  
	
  26.

  	
  EVENTS OF DEFAULT

  	
  GP-27

  
	
   

  	
   

  	
   

  
	
  27.

  	
  LANDLORD’S REMEDIES UPON
  DEFAULT BY TENANT

  	
  GP-28

  
	
   

  	
   

  	
   

  
	
  28.

  	
  DEFAULT BY LANDLORD

  	
  GP-31

  
	
   

  	
   

  	
   

  
	
  29.

  	
  AUTHORITY

  	
  GP-31

  
	
   

  	
   

  	
   

  
	
  30.

  	
  LIABILITY OF LANDLORD

  	
  GP-31

  
	
   

  	
   

  	
   

  
	
  31.

  	
  LEGAL EXPENSES

  	
  GP-32

  
	
   

  	
   

  	
   

  
	
  32.

  	
  EASEMENTS AGREEMENT OR  ENCUMBRANCES

  	
  GP-32

  
	
   

  	
   

  	
   

  
	
  33.

  	
  TIME OF THE ESSENCE

  	
  GP-33

  
	
   

  	
   

  	
   

  
	
  34.

  	
  QUIET ENJOYMENT

  	
  GP-33

  
	
   

  	
   

  	
   

  
	
  35.

  	
  SIGNS

  	
  GP-33

  
	
   

  	
   

  	
   

  
	
  36.

  	
  SCOPE AND INTERPRETATION
  OF AGREEMENT

  	
  GP-33

  
	
   

  	
   

  	
   

  
	
  37.

  	
  INVALID PROVISIONS

  	
  GP-34

  
	
   

  	
   

  	
   

  
	
  38.

  	
  CAPTIONS

  	
  GP-34

  
	
   

  	
   

  	
   

  
	
  39.

  	
  SUCCESSORS AND ASSIGNS

  	
  GP-34

  
	
   

  	
   

  	
   

  
	
  40.

  	
  NOTICES

  	
  GP-34

  
	
   

  	
   

  	
   

  
	
  41.

  	
  USE OF PREMISES

  	
  GP-35

  



 

















 


	
  42.

  	
  GENERAL PROVISIONS
  GOVERNING TENANT’S IMPROVEMENTS

  	
  GP-35

  
	
   

  	
   

  	
   

  
	
  43.

  	
  RENEWAL OPTION

  	
  GP-36

  
	
   

  	
   

  	
   

  
	
  44.

  	
  WAIVER OF TRIAL BY JURY

  	
  GP-37

  
	
   

  	
   

  	
   

  
	
  45.

  	
  EXHIBITS

  	
  GP-37

  
	
   

  	
   

  	
   

  
	
  46.

  	
  RADON GAS

  	
  GP-37

  
	
   

  	
   

  	
   

  
	
  47.

  	
  FINANCIAL STATEMENT AND
  FEDERAL INCOME TAX RETURNS

  	
  GP-37

  
	
   

  	
   

  	
   

  
	
  GUARANTEE

  	
  GP-48

  



 














 


LEASE AGREEMENT


 


THIS LEASE,
dated, for reference purposes only, this day of
              ,
1999, is entered into by WMC Two Partners, Ltd.
(“Landlord”), and 21st Century Oncology, Inc. (“Tenant”).


 


The Landlord demises and
leases to Tenant, and Tenant rents from Landlord, the Premises (hereafter
defined) pursuant to the terms and conditions set forth in the Specific
Provisions and the General Provisions hereinafter set forth, and subject to the
Guarantee remaining in full force and effect.


 


SPECIFIC PROVISIONS


 


	
  (a)

  	
  Landlord’s Address:

  	
   

  	
  2300 Glades Road,
  Suite 100E

  Boca Raton, FL 33431

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Tenant’s Address:

  	
   

  	
  2234 Colonial Boulevard

  Ft. Myers, FL 33907

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Tenant’s Trade Name:

  	
   

  	
  21st Century Oncology, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Guarantor:

  	
   

  	
  Radiation Therapy Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Guarantor’s Address:

  	
   

  	
  2234 Colonial Boulevard

  Ft. Myers, FL 33907

  



 


(e)                     Premises:    Suite No. TBD of the Westside
Medical Arts Building (the “Project”).


 


(f)                       Rentable Area
of the Premises:    Approximately 9,300 square feet. Refer to Exhibit “F”
attached hereto.


 


(g)                    Useable Area of the
Premises:    Approximately 8,300 square feet, but in no
event less than 8,200 square feet. Refer to Exhibit “F” attached hereto.


 


Note:
Final useable and rentable square footage shall be determined from the final
architectural plans for the Premises and subject to Landlord’s reasonable
discretion with respect to lay-out of multi-tenant floors.


 

















 


(h)                    Lease Term:    ten
years, with one 5 year renewal term.


 


(i)                        Lease Term
Commencement Date:    The Lease term
shall commence on the later of (A) the earlier of (i) 90 days after
the issuance of a certificate of completion by the appropriate governmental
authority for the building shell, or (ii) the date of issuance by the
appropriate governmental authority of a certificate of occupancy for the
interior build-out of the Premises, or (B) 120 days from execution date of
this Lease.


 


(j)                        Base Rent per
month (excluding sales tax payable thereon):


 


Lease Year 1 $12,400.00 per
month (ESTIMATED) ($16.00/Rentable
SF)


 


Consumer Price Index (CPI)
percentage increase in each of Lease years 2 through 10 over prior lease year
for initial term and all renewal terms together with all applicable sales taxes
thereon. In no event, however, shall the yearly increase be greater than five
percent (5%) or less than two percent (2%) during the initial term or any
option years.


 


(k)                     Additional Rent:    Common area utility expenses, real estate
taxes and common area expenses as well as any and all other amounts set forth
in the Lease.


 


(l)                        Rent:    Base Rent
plus Additional Rent.


 


(m)                  Security Deposit:    Two month’s Rent.


 


(n)                    Permitted Use of Premises:    Medical offices and other uses permitted by Section 41
of the General Provisions.


 


(o)                    Tenant’s Proportionate
Share:    Tenant’s Proportionate Share of
Common Area Maintenance Costs shall be 19.65%.  (ESTIMATED) Additional Rent for
Lease Year 1 is $4.50 per rentable square foot. (ESTIMATED)


 


(p)                    Tenant Improvement
Allowance:    $42.00 per usable square foot, of which $3.00
shall be used for design fees.


 


(q)                    Exclusive:    Tenant shall be granted an exclusive for
radiation oncology in the Project.


 

















 


(r)                       Special
Construction:    Tenant acknowledges that
the Project is being designed for typical medical office suites. Furthermore,
the Project will include a single-story addition to accommodate Tenant’s use.
All costs associated with the design and construction of the Premises,
inclusive of the single-story addition, over and above the Tenant Improvement
Allowance, shall be the responsibility of Tenant. Landlord consents to Tenant’s
use of its own contractor for Tenant Work, provided that Tenant’s contractor is
duly licensed and insured.


 


This Lease Agreement
includes the Specific Provisions, the General Provisions and the Guarantee of
Lease.


 


 


	
  WITNESSES:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st Century Oncology, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Authorized
  Signatory

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
  Print Name:

  	
  Daniel
  E. Dosoretz, M.D.

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Authorized
  Signatory

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
  Date:

  	
  June 8, 2000

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WMC Two
  Partners, Ltd., a

  Florida limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:    WMC Two
  Equity Corp., a

  
	
   

  	
   

  	
  Florida
  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
  By:

  	
  /s/ William R. Greenfield

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
   

  	
  William R. Greenfield

  
	
   

  	
   

  	
   

  	
   

  	
  President

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
  Date:

  	
  6/9/00

  



 

















 


GENERAL PROVISIONS


 


1.                         RENT


 


(a)                    Payment.   The term Rent, as used herein, shall include
Base Rent and Additional Rent. All Rent payments shall be due and payable at
Landlord’s office or at such other place as may be designated in writing by
Landlord, in advance without deduction, setoff or demand, except as provided
herein, on the first day of each month during the term of this Lease, together
with applicable Florida sales tax on all such payments. In the event Landlord
has not received such Rent and other payments by the 10th day of each month,
Tenant shall pay a late charge equal to 5% of the amount of the late payment. Adjustments
to the Base Rent shall be made after the Commencement Date (as hereinafter
defined) and as set forth in the Specific Provisions. All payments due pursuant
to this Lease shall be made in coin and currency which, at the time or times of
payment, is legal tender for public and private debts in the United States of
America. Payment of the Rent for any partial month during the term of this
Lease shall be appropriately pro rated.


 


(b)                   Base Rent.   The Base Rent per month shall be fixed at the
amount set forth in the Specific Provisions for the initial twelve (12) months
of the Lease Term. At the end of the first lease year and every twelve (12)
months (lease year) thereafter during the term of this Lease plus any option
years, the amount of Base Rent shall be adjusted and such adjusted amount shall
then be the Base Rent for the following lease year. The Base Rent for each
lease year after the initial lease year shall be equal to the Base Rent for the
lease year just ended multiplied by a fraction the numerator of which is the
Consumer Price Index, All Urban Consumers, Miami-Ft. Lauderdale Index
(1982-84=100) reported by the United States Department of Labor, Bureau of
Labor Statistics (“CPI”) in effect at the end of the lease year just ended and
the denominator of which is the CPI in effect at the beginning of the lease
year just ended. In no event shall the Base Rent increase by more than five
percent (5%) per year or less than two percent (2%) per year during the initial
term or any option years.


 


(c)                    Additional
Rents.   All taxes, charges, costs, assessments and
expenses that Tenant assumes or agrees to pay in accordance with Section 2
herein or any other provision of this


 


GP-1














 


Lease, together with all
interest and late charges that may accrue thereon in the event of the failure
of Tenant to pay those items and all other damages, costs, expenses and sums
that Landlord may suffer or incur, or that may become due by reason of any default
of Tenant or failure by Tenant to comply with the terms and conditions of this
Lease, shall be deemed to be Additional Rent and in the event of non-payment,
Landlord shall have all the rights and remedies as herein provided for failure
to pay Rent.


 


(d)      Sales Tax. Sales tax
shall be due and payable by Tenant on all sums paid in consideration of this
Lease including, but not limited to  Rent
(Base Rent and Additional Rent).


 


2.         ADDITIONAL
RENT


 


(a)        Common Area Maintenance.


 


(i)     Tenant shall pay as additional
monthly rent Tenant’s Proportionate Share (as defined herein) of insurance and
common area maintenance costs together with applicable sales tax thereon
(collectively, referred to herein as common area maintenance costs or
expenses). Tenant’s Proportionate Share of the common area maintenance expenses
shall be a fraction, the numerator of which is the number of rentable square
feet leased to Tenant and the denominator of which is the total number of
rentable square feet in the Project. Landlord shall estimate, in good faith,
common area maintenance costs annually in advance and Tenant shall pay these
estimates monthly in advance as Additional Rent under the same terms and
conditions set forth herein. These estimated costs shall then be adjusted annually
based on actual costs.


 


(ii)    Within 90 days following the
end of each calendar year of this Lease, including any renewal terms, Landlord
shall notify Tenant of actual common area maintenance costs for such calendar
year and of Tenant’s Proportional Share thereof. If the total of the monthly
payments of common area maintenance costs actually made by Tenant shall be less
than Tenant’s Proportionate Share of the actual common area maintenance costs
for a particular year, Tenant shall pay to Landlord the amount of such
difference within twenty (20) days after notice of the amount due. If Tenant
shall have paid more than Tenant’s Proportionate Share of the actual


 


GP-2

















 


common area maintenance
costs for a particular year, Landlord shall credit Tenant’s account with the
overpayment amount at such time as the next rental payment is due or shall pay
such overpayment amount to Tenant if the Lease has terminated or expired within
20 days after such termination or expiration. Notwithstanding anything to the
contrary set forth hereinabove, Tenant shall have the right, at any time within
sixty (60) days following its receipt of Landlord’s notice of actual common
area maintenance costs for the previous year, to examine Landlord’s books with
respect to such actual common area maintenance costs and to conduct an audit
thereof to determine whether the actual common area maintenance costs comply
with the requirements and definition of common area maintenance costs set forth
hereinbelow. If any such audit or examination reveals that either the actual
common area maintenance costs, or Tenant’s Proportionate Share thereof, were
overstated, the overstated amount shall be applied as a credit against the next
installment of Rent due under this Lease or promptly paid over to Tenant, at
Tenant’s option. In the event Landlord disputes Tenant’s findings, then an
independent auditor selected by Landlord and Tenant shall resolve the dispute.
The cost of the auditor shall be divided equally by the parties.


 


(iii)   The common area
maintenance costs shall be all of Landlord’s reasonable expenses incurred in
operating and maintaining the Project. By way of example, and without limiting
the generality of the foregoing, said costs include: maintenance and repair of
the roof, foundation, structural portions and exterior walls of the Project
(including common areas), parking areas and landscaped areas; maintenance and
repair of the plumbing, electrical, lighting, mechanical and HVAC Systems lying
outside the Premises or serving other portions of the Project outside the
Premises; refuse removal; exterior painting; the cost of personnel to implement
such services and to police the common facilities; property management fees
(but not in excess of 5% of the gross rent for the Building); ad valorem real
estate taxes (but if there are any special assessments levied against the
Project which may be paid in installments such special assessments shall be
deemed to be paid by Landlord in the maximum number of installments and only
the minimum required annual installment may be included by Landlord in common
area maintenance costs); utilities; janitorial; and other items pertaining to


 


GP-3

















 


the common areas or which
are required to maintain the common areas in well-kept, good repair, and
attractive condition, but specifically excluding anything which would
constitute a capital expenditure. The cost and expense of non-management
personnel shall be the responsibility of Landlord. Notwithstanding anything to
the contrary set forth hereinabove none of the following costs and expenses
shall be included in common area maintenance costs: (i) any rent or other
payments on underlying leases, (ii) any principal, interest or other
payments due on debts, (iii) leasing and marketing expenses for the
Building, (iv) any payments for services made to entities affiliated to or
related to Landlord to the extent the payments exceed fair market value for the
services, (v) any costs that are necessary to comply with laws in effect
as of the date of this Lease, (iv) any costs for providing services to
other tenants of the Project to the extent those services exceed those that are
provided to Tenant hereunder at no charge, (vii) any costs for which
Landlord is reimbursed by insurance, warranties, or otherwise and (viii) any
costs or fees in connection with the acquisition and development of the Project
including by exactions by governmental authorities such as impact fees.


 


(b)      Public Utilities.


 


Tenant
shall pay for all utilities, used or consumed in or upon the Premises, which
shall include, but not be limited to, charges for electricity and telephones.
In addition thereto, Tenant shall pay as part of the common area maintenance
costs, Tenant’s Proportionate Share of water and sewer charges for the Project.
Utilities, including HVAC, shall be separately metered and Tenant shall pay the
utility supplier directly for all utility expenses related to the Premises. The
separate meter shall be installed as part of the Tenant Work (as hereinafter
defined) . In the event electricity or water service to the Premises is
interrupted and such interruption is caused by a matter within the control of
Landlord, and such interruption materially and adversely affects Tenant’s use
of the Premises, and such interruption continues for five (5) or more
consecutive business days, then the Rent due under this Lease shall abate
beginning as  of the sixth (6th)
business day. Such abatement shall not be applicable in the event the
interruption in


 


GP-4

















 


service is not caused by and
is not within the control of Landlord.


 


(c)       Taxes.


 


(i)     As set forth hereinabove,
Tenant shall pay Tenant’s Proportionate Share of ad valorem real estate taxes
assessed by any lawful authority against the Project as part of the common area
maintenance costs.


 


(ii)    Landlord shall, in good
faith, estimate real estate tax charges attributable to the Project annually in
advance and Tenant shall pay these estimates in monthly installments as
Additional Rent. Adjustments, if necessary, shall be made as set forth in
paragraph 2(a) (ii) above.


 


(d)      Any and all other amounts
payable by Tenant hereunder.


 


3.        SECURITY
DEPOSIT


 


Tenant,
concurrently with the execution of this Lease, has deposited with Landlord the
Security Deposit, receipt of which is hereby acknowledged by Landlord. The
Security Deposit shall be retained by Landlord as security for the payment by
Tenant of the Base Rent and Additional Rent herein agreed to be paid by Tenant
and for the faithful performance by Tenant of the terms and covenants of this
Lease. It is agreed that Landlord, at Landlord’s option, may at any time that
Tenant is in default under this Lease beyond any applicable grace period and
has not cured such default in accordance with the terms hereof, apply all or
any part of the Security Deposit towards the payment of past due Rent and all
other past due sums payable by Tenant hereunder, and towards the performance of
each and every of Tenant’s covenants under this Lease. Tenant’s covenants and
liabilities under this Lease shall be discharged by such application of the
Security Deposit only to the extent of the amount applied. If Landlord applies
all or any part of the Security Deposit towards the payment of past due Rent or
any other past due sums payable by Tenant hereunder, or towards the performance
of any of Tenant’s covenants under this . Lease, Tenant shall deposit such
additional sum(s) of money with Landlord as are necessary to restore the
Security Deposit to the total amount specified hereunder. Tenant


 


GP-5

















 


shall make such additional
deposit(s) within ten (10) days of Landlord’s request therefor.
Tenant’s failure to make such additional deposit(s) shall constitute a
default hereunder. Landlord shall not pay any interest on the Security Deposit.
If Landlord repossesses the Premises because of Tenant’s default or breach,
Landlord may apply all or any portion of the Security Deposit to compensate
Landlord for the damages it has suffered to the date of the repossession and
may at its option retain the remainder to apply against such damages as may be
suffered by Landlord thereafter by reason of the default or breach. Provided
there exists no uncured event of default at the expiration or earlier
termination of this Lease, the Security Deposit shall be returned to Tenant in
full within 20 business days following such expiration or termination. Tenant
covenants that it will not assign or encumber the monies deposited herein as
security and that neither Landlord nor its successors or assigns shall be bound
by any such assignment or encumbrance. In the event of a transfer of Landlord’s
interest hereunder, then Landlord shall have the right to transfer the Security
Deposit to Landlord’s successor in interest.


 


4.         COMMENCEMENT
OF LEASE TERM


 


(a)       The Lease term shall
commence on the later of (A) the earlier of (i) 90 days after the
issuance of a certificate of completion by the appropriate governmental
authority for the building shell, or (ii) the date of issuance by the
appropriate governmental authority of a certificate of occupancy for the
interior build-out of the Premises, or (B) 120 days from the execution
date of this Lease.


 


(b)      When the Commencement Date
of this Lease has been determined, as provided under (a) above, Tenant
shall execute, acknowledge and deliver to Landlord the written statement
attached hereto as Exhibit “B” specifying the Commencement Date of the
Lease Term. Tenant’s failure to do so within 20 days of written demand by
Landlord shall be deemed a default hereunder.


 


5.         COMMON
AREAS


 


Landlord shall, at Landlord’s
expense, cause the Project to be completed substantially in accordance with the
existing plans for the project (“Landlord Plans”). Landlord shall diligently


 


GP-6

















 


proceed to complete the
Project and deliver the Premises to Tenant on or before the estimated date of
occupancy set forth in the Lease Agreement; however, this provision shall in no
way alter the Lease Term Commencement Date otherwise provided in this Lease. In
addition, Exhibit “D” attached hereto sets forth the base building
improvements (being the building shell) to be constructed and developed by
Landlord, which improvements shall be completed at Landlord’s expense (“Landlord’s
Work”). In addition to the Premises described in the Lease, provided the Lease
is in full effect, Tenant is given the right to the nonexclusive use, in common
with other occupants of the Project, of all such automobile parking areas,
driveways, walkways, and other facilities designed for common use, as may be
installed by Landlord in the Project, and of such other facilities as may be
provided or designated from time to time by Landlord for common use, subject to
the terms and conditions of the Lease. Such facilities shall at all times be
subject to the exclusive control and management of Landlord, and Landlord shall
have the right from time to time to change such facilities (provided that
Landlord shall not materially change the location of or reduce the number of
parking spaces serving the Project from that shown on the Landlord’s Plans, nor
shall Landlord alter the parking in such a way as to be inconsistent with
Tenant’s licensure requirements); to restrict parking by Tenants and their
employees to employee parking areas in accordance with the provisions hereof;
to do such things as in the Landlord’s reasonable discretion may be necessary
regarding such facilities; and to make rules and regulations pertaining to
and reasonably necessary for the proper operation and maintenance of the common
facilities, all in accordance with the provisions hereof. Any changes to the
parking area must be approved in writing by Tenant, which approval shall not be
unreasonably withheld. Notwithstanding anything to the contrary set forth
hereinabove, in no event shall Landlord alter or reduce the common area shown
on Landlord’s Plans in any manner that would materially, adversely affect
Tenant’s use of or access to the Premises.


 


6.         TENANT
IMPROVEMENT ALLOWANCE; PREPARATION OF PREMISES


 


Landlord shall provide
Tenant with the Tenant Improvement Allowance set forth in the Specific
Provisions for work in preparing the Premises for Tenant’s use (“Tenant Work”).
A portion of the Tenant Improvement Allowance in the amount of S3.00 shall be
used for design fee purposes. Such allowance


 


GP-7

















 


shall be disbursed by, and
in accordance with the draw requirements of Landlord. The allowance shall be
available solely for the hard costs of leasehold improvements, and no portion
thereof shall be used for furniture, personal property, working capital or
other purposes. Leasehold improvements shall include, but shall not be limited
to, all interior demising walls, flooring, electrical materials and equipment,
mechanical, plumbing, and life-safety equipment in the Premises. Any costs and
expenses of the Tenant Work that exceed the Tenant Improvement Allowance shall
be the responsibility of and shall be paid by Tenant. In order to ensure a
consistent and attractive appearance of the Project, Landlord will provide the
window treatments for the Premises, but the cost for said window treatments
will be paid from the Tenant Improvement Allowance. Tenant shall cooperate with
Landlord in developing plans and specifications for Tenant Work, but all Tenant
Work shall be done by Landlord’s architects, engineers and contractors and any
dispute with respect to Tenant Work shall be conclusively resolved by such
architect. Tenant may request in writing to Landlord that Tenant be permitted
to use an architect, engineer or contractor other than Landlord’s architect,
engineer or contractor. Tenant may do so only upon written approval by
Landlord, which approval shall be in Landlord’s sole discretion.


 


(a)       Prior to the Commencement
Date, Tenant shall accept the Premises and the Project in their existing
condition and state of repair.


 


7.         REPAIRS;
MAINTENANCE OF PREMISES


 


As a component of common
area maintenance, Landlord shall keep the roof, foundation, structural portions
and exterior walls of the Project, as well as the common areas, parking areas
and landscaped areas and all portions of the plumbing, electrical, mechanical
and HVAC systems lying outside the Premises or serving other portions of the
Project in addition to the Premises, excepting any work done by the Tenant and
any glass or doors, in proper repair, provided, that if any such repair is
required solely by reason of the Tenant’s negligence (as well as intentional
conduct) or the negligence (as well as intentional conduct) of any of its
agents, employees, or customers, or other persons using the Premises, with
Tenant’s consent, expressed or implied, Landlord may make such repairs and add the
cost thereof to the next installment of Rent which shall thereafter become due.


 


GP-8

















 


Tenant shall keep the
interior of the Premises, which includes, but is not limited to, all
electrical, plumbing and other mechanical installation therein which serves
only the Premises, all doors, and all plate glass which are a part of the
Premises and door window glass, in good order and clean and attractive
appearance making all repairs, alterations, replacements, and modifications at
its expense and using materials and labor of a kind and quality equal to the
original work and shall surrender the Premises at the expiration or earlier
termination of this Lease in as good a condition as when received, reasonable
wear and tear and loss by fire or other casualty, condemnation or Landlord’s
negligence, willful misconduct or failure to repair as required herein
excepted.


 


8.         ALTERATIONS


 


Tenant shall not make any
alterations, improvements, or additions to the Premises during the term of the
Lease or any extension thereof without first obtaining the written consent of
Landlord. Tenant shall not cut or drill into, or secure any fixture, apparatus,
or equipment of any kind to any part of the Premises without first obtaining written
consent of Landlord. All such alterations, improvements, and additions made by
Tenant shall remain upon the Premises at the expiration or earlier termination
of the Lease and shall become the property of Landlord, unless Landlord shall,
prior to such termination, have given written notice to Tenant to remove same,
in which event Tenant shall remove such alterations, improvements, and
additions and restore the Premises to the same good order and condition in
which they were in at the Commencement Date. Should Tenant fail to do so,
Landlord may do so collecting the cost and expense thereof from Tenant as
Additional Rent, or, at Landlord’s option, by application of the Security
Deposit required hereunder. Notwithstanding the foregoing, (i) items that
are not fixtures (other than trade fixtures) may be removed from the Premises
by Tenant upon the proper termination of the Lease, (ii) Tenant will not
be required to remove leasehold improvements from the Premises, and (iii) Tenant
shall have the right, without Landlord’s consent, to make routine,
non-structural alterations to the Premises that do not adversely affect the
central building systems of the Project.


 


GP-9

















 


9.         AFFIRMATIVE
COVENANTS OF TENANT


 


Tenant covenants that it
shall:


 


(a)       Comply with the terms of any
and all state or federal statutes or local ordinances or regulations applicable
to Tenant or its use of the Premises, and save and hold the Landlord harmless
from penalties, fines, costs, expenses, or damages resulting from Tenant’s
failure to do so. Landlord acknowledges that it will be wholly responsible for
any accommodations or alterations which need to be made to the Project or any
of the common areas serving the Project to accommodate disabled employees,
invitees, patients and visitors, including requirements under the Americans
With Disabilities Act, unless the accommodation or alteration is of a unique
nature due to Tenant’s practice or Tenant’s requirements, in which case Tenant
shall be responsible to make such alterations with Landlord’s consent which may
be withheld for any reason. Any alterations or accommodations so made will be
made solely at Landlord’s expense and the costs incurred by Landlord may not be
included in common area maintenance costs.


 


(b)      Comply with the terms and
conditions set forth herein relating to the use, operation, and maintenance of
the Premises and the common areas and facilities.


 


(c)       Give Landlord prompt written
notice of any material accident, fire, or damage occurring on or to the
Premises or the common area.


 


(d)      Conduct its business on the
Premises in a dignified manner and keep the Premises in first-class condition
in accordance with high standards of operation.


 


(e)       Comply with all rules and
regulations of the Landlord in effect at the time of the execution of the Lease
as same may be amended or promulgated from time to time by Landlord, which
Landlord shall reasonably deem necessary in connection with the Premises, the
building of which the Premises are a part, and the Project, including the
installation of such fire extinguishers and other safety equipment as the
Landlord may reasonably require; and comply with the recommendations of the
Landlord’s insurance carriers and their rate-making bodies. Landlord shall use
all reasonable efforts to enforce all rules in an even manner against all
tenants of the Project. In no event shall Tenant be bound by any amendment to
or addition to the rules attached hereto on


 


GP-10

















 


Exhibit “C” if Tenant’s
use or enjoyment of and access to the Premises would be materially adversely
affected.


 


(f)       Pursuant to Florida Statutes
Section 713.10, Tenant, and all suppliers, contractors, artisans,
mechanics, and laborers and other persons contracting with Tenant, shall have
no power or authority to create any lien or permit any lien to attach to the
Premises, reversion or other estate of Landlord in the Premises, Project in
general or other improvements thereof, that such inrerest shall not be subject
to liens for improvements made by or on behalf of Tenant, and therefore, Tenant
agrees to do all things reasonably necessary to prevent the filing of any
mechanic’s or other liens against the Premises or any part thereof by reasons
of work, labor, services, or materials supplied or claimed to have been
supplied to Tenant, or anyone holding the Premises, or any part thereof,
through or under Tenant. If any such lien shall at any time be filed against
the Premises or any of such other interests, Tenant shall cause the same to be
discharged of record within 30 days after the date of filing of the same. If
Tenant shall fail to discharge such lien within said period, then, in addition
to any other right or remedy of Landlord resulting from Tenant’s default,
Landlord may, but shall not be obligated to, discharge the same either by
paying the amount claimed to be due or by procuring the discharge of such lien
by giving security or in such other manner as is, or may be, prescribed by law.


 


(g)      Pay to Landlord, as
Additional Rent, on demand, all sums disbursed or deposited by Landlord
pursuant to the foregoing paragraphs of this provision, including Landlord’s
costs, expenses, and reasonable attorneys’ fees actually incurred at a
reasonable hourly rate and such actual and reasonable fees for appeals incurred
by Landlord in connection therewith.


 


10.       NEGATIVE
COVENANTS OF TENANT


 


Tenant covenants that it
shall not do any of the following without the prior consent in writing of
Landlord:


 


(a)       Use or operate any machinery
or emit any noises or noxious odors from the Premises that are harmful to the
building of which the Premises are a part or disturbing to other tenants in the
Project.


 


GP-11














 


(b)                   Do or suffer to be done,
anything objectionable to the fire insurance companies whereby the fire
insurance or any other insurance now in force or hereafter to be placed on the
Premises or any part thereof, on the building of which the Premises may be a
part or on the real estate on which the Project is located shall become void or
suspended, or be rated as a more hazardous risk than at the date when Tenant
receives possession hereunder. In the case of a breach of this covenant, which
Tenant does not cure within thirty (30) days of notice from Landlord, in
addition to all other remedies of Landlord hereunder, Tenant shall pay to
Landlord as Additional Rent any increase of premiums on any such insurance,
which increase is caused solely by the occupancy of Tenant.


 


(c)                    Commit or suffer to be
committed by any person, any waste upon the Project, Premises or common areas
or any nuisance or other unauthorized act which may disturb the quiet enjoyment
of any occupant of Landlord’s property.


 


(d)                   Tenant shall neither use nor
occupy the Premises or any part thereof for any unlawful purpose nor operate or
conduct its business in a manner constituting a nuisance of any kind in the
reasonable and non-discriminatory judgment of Landlord. Tenant shall
immediately on discovery or notice of any unlawful, or hazardous use, take
action to halt such activity.


 


11.                   INFECTIOUS WASTE DISPOSAL AND SOLID WASTE DISPOSAL


 


(a)                    Landlord acknowledges that
Tenants permitted use of the Premises includes medical “Hazardous Waste
Materials”, x-ray materials and other chemicals that are used in the normal
course of Tenant’s business as permitted hereunder. Tenant shall abide by all
municipal, county, state and federal statutes, laws, ordinances, administrative
rules and regulations and guidelines applicable to the disposal of “Hazardous
Waste Materials” as hereinafter defined. Tenant shall not deposit or dispose of
any Hazardous Waste Materials which requires special handling into the waste
disposal facilities provided by Landlord. Tenant shall, at Tenant’s expense,
employ or engage private waste management services to dispose of any and all
waste of the Tenant which must


 


GP-12

















 


be handled in any manner
other than general waste collection provided by Landlord through public or
private waste collection service. Without limiting the foregoing, the Tenant
shall employ or engage a licensed waste disposal service to provide any
required containers or storage facilities and to remove any “Special Waste” or “Infectious
Waste” which Tenant must handle in a manner as provided for by “Hazardous
Materials Laws” as hereinafter defined.


 


(b)                   Tenant shall indemnify and
hold harmless Landlord and all superior lessors, fee owners, superior
mortgagees and each of its and their respective affiliates partners, directors,
officers, agents and employees (the “Indemnified Parties”) from and against any
and all claims arising from or in connection with any act, omission or
negligence of Tenant relating to or arising out of the disposal of Hazardous
Waste Materials at the Premises of the Tenant or any of its subtenants or
licensees or its or their partners, directors, officers, agents, employees or
contractors, together with all costs, expenses and liabilities in connection
with each such claim or action or proceeding brought thereon, including,
without limitation, all attorneys’ fees and expenses actually incurred and at a
reasonable hourly rate. In the event any Indemnified Parties shall be made
party to any litigation or proceeding commenced by or against Tenant, then
Tenant shall protect, indemnify and hold such Indemnified Parties harmless from
and against and Tenant shall pay all costs, expenses actually incurred at a
reasonable hourly rate and attorneys’ fees actually incurred at a reasonable
hourly rate (both trial and appellate fees) by such Indemnified Party in
connection with such litigation or proceeding. Tenant shall also pay all costs,
expenses and reasonable attorneys’ fees actually incurred at a reasonable
hourly rate by such Indemnified Party in enforcing the covenants and agreements
in this Section. TENANT ACKNOWLEDGES AND AGREES THAT IT IS THE SOLE
RESPONSIBILITY OF THE TENANT TO ASCERTAIN AND COMPLY WITH THE HANDLING AND
DISPOSAL OF WASTE, INCLUDING HAZARDOUS WASTE MATERIALS OR ANY OTHER
MATERIAL FROM THE PREMISES.


 


(c)                    (1)     For
purposes of this Lease, “Hazardous Waste Materials” shall mean any matter
giving rise to liability under (i) the Resources Conservation Recovery Act
as amended by the Hazardous and Solid Waste Amendments of 1984, as now or
hereafter amended (“RCRA”), 42, U.S.C. Sections 6901 et seq., (ii) the
Comprehensive Environmental Response, Compensation and Liability Act as amended
by the Superfund Amendments and Reauthorization Act


 


GP-13

















 


of 1986, as now or hereafter
amended (“CERCLA”), 42, U.S.C. Sections 9601 et seq., (iv) the
Toxic Substances and Control Act, as now or hereafter amended (“TSCA”),
15 U.S.C. Sections 2601 et seq., (v) the Clean Air Act, as now or
hereafter amended (“CAA”), 42 U.S.C. Sections 7401 et seq., (vi) any
Florida statute governing the generation, storage, disposition, release or
existence of hazardous substances, (vii) any common law theory based on.
nuisance or strict liability, and (viii) any other applicable law
(collectively, the “Hazardous Waste Materials Laws.” ) .


 


(2)     Tenant
hereby agrees that Tenant and Tenant’s officers, directors, employees,
representatives, agents, contractors, subcontractors, successors, assigns,
lessees, sublessees, concessionaires, invitees and any other occupants of the
Premises (for purpose of this Section, referred to collectively herein as “Tenant
Representative”) shall not use, generate, manufacture, refine, produce,
process, store or dispose of, on, under or about the Premises or the Project or
transport to or from the Premises or the Project for the purpose of generating,
manufacturing, refining, producing, storing, handling, transferring, processing
or transporting Hazardous Waste Materials, except in compliance with all
applicable Hazardous Waste Materials Laws. Furthermore, Tenant shall, at its
own expense, procure, maintain in effect and comply with all conditions of any
and all permits, licenses and other governmental and regulatory approvals
required for the storage or use by Tenant or any of Tenant’s representatives of
Hazardous Waste Materials on the Premises, including without limitation,
discharge of (appropriately treated) materials or wastes into or through any
sanitary sewer serving the Project.


 


(3)     If
at any time during the Lease Term (or any extended term) any contamination of
the Premises or the Project by Hazardous Waste Materials shall occur where such
contamination is caused by the act or omission of Tenant or Tenant’s
representatives (“Tenant Contamination”) then Tenant at its sole cost and
expense, shall, to the satisfaction of Landlord, promptly and diligently remove
such Hazardous Waste Materials from the Project or the groundwater underlying
the Project to the extent reasonably possible in accordance with the
requirements of the applicable Hazardous Waste Materials Laws and industry
standards then prevailing in the Hazardous Waste Materials management and
remediation industry in Florida. However, Tenant shall not take


 


GP-14

















 


any required remedial action
in response to any Tenant’s Contamination in or about the Project or enter into
any settlement agreement, consent, decree or other compromise in respect to any
claims relating to any Tenant’s Contamination without first notifying Landlord
of Tenant’s intention to do so and affording Landlord the opportunity to
appear, intervene or otherwise appropriately assert and protect Landlord’s
interests with respect thereto. In addition to all other rights and remedies of
the Landlord hereunder, if Tenant does not promptly and diligently take all
steps to prepare and obtain all necessary approvals of a remediation plan for
any Tenant’s Contamination and thereafter commence the required remediation of
any Hazardous Waste Materials released or discharged in connection with Tenant’s
Contamination within thirty (30) days after Landlord has reasonably approved
Tenant’s remediation plan and all necessary approvals and consents have been
obtained and thereafter continue to prosecute said remediation to completion in
accordance with the approved remediation plan, then Landlord, at its sole
discretion, shall have the right, but not the obligation, to cause said
remediation to be accomplished, and Tenant shall reimburse, within 30 business
days of written demand for reimbursement, all amounts reasonably and actually
paid by Landlord (together with interest on said amounts at the highest lawful
rate until paid), when said demand is accompanied by proof of payment of the
amounts demanded. Tenant shall promptly deliver to Landlord copies of hazardous
waste manifests reflecting the legal and proper disposal of all Hazardous Waste
Materials removed from the Project as part of Tenant’s remediation of any
Tenant’s Contamination.


 


(4)     Each
party hereto (for purposes of this Section, “Notifying Party”) shall promptly
notify the other party (the “Notice Recipient”) in writing of: (1) any
enforcement, clean-up, removal or other governmental or regulatory action
instituted, contemplated or threatened concerning the Project pursuant to any
Hazardous Waste Materials Laws; (ii) any claim made or threatened by any
person against the Notifying Party or the Project relating to damage
contribution, cost recovery, compensation, loss or injury resulting from or
claimed to result from any Hazardous Waste Materials on or about the Project;
and (iii) any reports made to any environmental agency arising out of or
in connection with any Hazardous Waste Materials in or removed from the Project
including any complaints, notices, warnings or asserted violations in
connection therewith, all upon receipt by the Notifying Party of actual
knowledge of any of the foregoing matters. Notifying


 


GP-15

















 


Party shall also supply to
Notice Recipient as promptly as possible, and in any event within five (5) business
days after Notifying Party first receives or sends the same, with copies of all
claims, reports, complaints, notices, warning or asserted violations relating
in any way to the Premises or the Project.


 


(d)     Tenant
shall provide to Landlord a written copy of a business policy to be duly
followed by Tenant for disposal of medical waste and Hazardous Waste Materials
that Tenant intends to generate, transport, store, treat or dispose of at the
Premises, the Project or any adjacent properties.


 


(e)     Notwithstanding
the other provisions of this Paragraph 11, except to the extent reasonable and
customary for a surgery center and in accordance with all applicable laws, rule and
regulations, Tenant shall not conduct or authorize the generation, transport,
storage, treatment or disposal at the Project or any adjacent properties, of
any Hazardous Waste Materials without prior authorization by Landlord, and, if
Tenant does so without such authorization, it shall constitute a default under
this Lease. Landlord may, in its sole discretion, withhold such authorization,
with or without cause in any instance.


 


(f)     As
of the date hereof, Landlord has no knowledge of any violation of any Hazardous
Materials Laws with respect to the Project. Landlord shall indemnify and hold
harmless Tenant from and against any and all claims arising from or in
connection with any act, omission or negligence of Landlord relating to or
arising out of the disposal of Hazardous Waste Materials at the Project by
Landlord, together with all costs, expenses and liabilities in connection with
each such claim or action or proceeding brought thereon, including, without
limitation, all attorneys’ fees and expenses actually Incurred and at a
reasonable hourly rate. In the event Tenant discovers the violation of any
Hazardous Materials Laws with respect to the Project, then Tenant shall
immediately notify Landlord of such violation and Landlord shall promptly take
all action reasonably necessary to remediate such violation.


 


12.                   RIGHTS OF LANDLORD


 


Landlord reserves in
addition to any rights reserved herein, the  following
rights with respect to the Premises:


 


GP-16

















 


(a)                    At all reasonable times, to
go upon and inspect the Premises provided it does not unreasonably disrupt the
Tenant’s business, and at its option to make repairs, alterations, and
additions required under this Lease to be made by Landlord thereto or to the
building of which the Premises are a part. If Tenant shall not be personally
present, to open and permit an entry by Landlord into the Premises, and if any
entry therein shall be necessary in the case of an emergency, Landlord or
Landlord’s agents may make forcible entry without rendering Landlord or such
agent liable therefore and without in any manner affecting the obligations and
covenants of this Lease. Tenant hereby grants Landlord the necessary licenses
to carry out the terms of this provision.


 


(b)                   To install or place upon, or
affix to, the roof and exterior walls of the Premises or elsewhere, such
equipment, signs, displays, antennas, or any other object or structure of any
kind, provided the same shall not materially impair the structural integrity of
the building of which the Premises are a part and provided, further, that same
shall not adversely affect Tenant’s use, occupancy or enjoyment of the Premises
or access thereto or therefrom, or materially detract from the appearance of
the Building when compared to the appearance of comparable medical buildings in
Plantation, Florida.


 


The reasonable exercise of
any right reserved to Landlord in this provision, or otherwise, shall not be
deemed an eviction or disturbance of Tenant’s use and possession of the
Premises and shall not render Landlord liable in any manner to Tenant or to any
other person.


 


13.                   DAMAGE TO PREMISES


 


(a)                    If through no fault or
negligence of Tenant, its employees, agents, or invitees, the Premises shall be
damaged by fire or other casualty of the kind insured against in standard
policies of fire insurance with extended coverage, but are not thereby rendered
untenantable, Landlord shall promptly cause such damage to be repaired, and the
Rent shall not be abated. If, by reason of such occurrence, the Premises shall
be rendered untenantable only in part, Landlord shall promptly, after receipt
of the insurance proceeds, cause the damage to be repaired to the extent
required by its original obligation to build as set forth in Exhibit “A”
to the Lease, meanwhile, Rent shall be abated


 


GP-17

















 


proportionately as to the
portion of the Premises rendered untenantable. If the Premises shall be
rendered wholly untenantable by reason of such occurrence, Landlord may
promptly upon receipt of the insurance proceeds cause such damage to be
repaired to the extent required by its original obligation to build as set
forth in the Lease, and the Base Rent meanwhile shall be abated in whole,
provided, however, that there shall be no extension of the terms of the Lease
by reason of such abatement, or in the alternative, Landlord may terminate the
Lease by notice to Tenant, such notice to be given within thirty (30) days of
the event rendering the Premises wholly untenantable. Such termination by
Landlord shall not affect any prior defaults of Tenant. Except as herein
provided, there shall be no obligation of Landlord to repair or rebuild in case
of fire or other casualty.


 


(b)                   In addition to and
notwithstanding the foregoing, within thirty (30) days of any damage or
casualty to the Premises or the Project where the Premises are rendered wholly
untenantable, Landlord shall notify Tenant if the damage is reasonably capable
of being restored within 180 days of the date of such casualty or damage. In
the event the casualty damage is not reasonably capable of being restored by
Landlord within 180 days of the date of casualty, then Tenant may terminate the
Lease.


 


(c)                    Any damage caused by any
intentional or gross negligent act of Tenant, its employees, agents, or
invitees shall be Tenant’s responsibility and shall result in no Rent
abatement.


 


14.                   INDEMNIFICATION AND INSURANCE REQUIREMENTS


 


(a)                    Tenant shall:


 


(1)     Indemnify
Landlord, Landlord’s agents, Landlord’s landlord and others in the chain of
title, including the fee owner (collectively, Indemnified Parties), and
save and hold the Indemnified Parties harmless from and against any and all
claims, actions, damages, liability, and expense, including attorneys’ fees
actually incurred at a reasonable hourly rate, in connection with loss of life,
personal injury, or damage to property occurring in or arising out of, the
Premises or occasioned wholly or in part (but only to the extent so occasioned)
by any negligence of Tenant, Tenant’s agents, subtenants, licensees,
contractors, patients or employees. Landlord shall fully


 


GP-18

















 


indemnify, defend and hold
harmless Tenant and Tenant’s agents, directors, officers, partners, employees,
invitees and contractors from any and all claims, demands, losses, liens,
costs, damages, expenses (including, but not limited to, attorneys’ fees
actually incurred at a reasonable hourly rate), causes of action and
liabilities of any and every nature arising out of any events occurring outside
the Premises (unless caused by the negligence or willful misconduct of Tenant,
its agents, employees or contractors) or arising out of any events which occur
in the Premises and are caused by the sole negligence or willful misconduct of
Landlord, its agents, employees or contractors.


 


(2)     At
all times during the term hereof, keep in force, at its own expense commercial
general liability insurance in companies with an A.M. Best rating of A- or
better and naming as additionally insured each of Landlord, all other
Indemnified Parties, Tenant and any mortgagee holding a mortgage encumbering
Landlord’s property with minimum combined limits of $1,000,000.00 on account of
bodily injuries to or death of any person and on account of damage to property,
each on an occurrence basis.


 


(3)     At
all times during the term hereof, keep in force, at its own expense, plate
glass insurance in companies acceptable to Landlord and naming as insured
Landlord, all other Indemnified Parties and Tenant.


 


(4)     At
all times during the term hereof, keep in force, at its own expense, all-risks
property, vandalism, malicious mischief and flood insurance, if the Premises
are in a flood district, in companies acceptable to Landlord in an amount not
less than one hundred percent (100%) of the replacement costs of Tenant’s
betterments and improvements to the Premises, and naming Landlord, all other
Indemnified Parties and mortgagee holding a mortgage encumbering the Premises
as an insured, to the extent of such betterments and improvements.


 


(5)     At
all commercially reasonable times during the term hereof, keep in force, at its
own expense, worker’s compensation insurance for all employees of Tenant and
commercially reasonable business interruption insurance.


 


(6)     Furnish
to Landlord within ten (10) days prior to Commencement Date, certificates
evidencing coverage required by the Lease. All policies required hereunder
shall contain an


 


GP-19

















 


endorsement providing that
the insurer will not cancel or materially change the coverage of such policies
without first giving thirty (30) days prior written notice thereof to Landlord
and also containing the terms of this provision.


 


(b)                   Landlord will purchase and
maintain, at all times “all risks” property insurance covering the Project in
an amount equal to $80.00 per gross square foot (with an agreed amount
endorsement adequate to prevent Landlord from having any co-insurance
obligations) and commercial general liability insurance in amounts customary
for a development of this type and covering the entire Project including the
common areas, and the pro rata cost of same shall be paid by Tenant as
additional rent at the rate of Tenant’s Proportionate Share as defined herein
times the total cost of the insurance per year divided by 12; payments for
which Tenant shall be obligated under the terms of this paragraph shall be due
and payable as part of Tenant’s Additional Rent.


 


(c)                    Each party (the First Party)
hereby releases the other party, such other party’s employees, agents,
officers, and directors and each of their affiliates, employees, agents,
officers and directors (collectively, the “Released Parties”) from all
liability whether for negligence or otherwise, in connection with any loss
covered by any insurance policies which the First Party carries with respect to
the Premises or any interest or property therein or thereon (whether or not such
insurance is required to be carried under this Lease). The parties agree that
each of their all-risks property insurance policies will include a clause to
the effect of this release provided herein.


 


15.                    WAIVER OF CLAIMS


 


(a)                    To the extent covered by insurance
of the type and amount required to be carried by Tenant hereunder, Landlord,
Landlord’s agents, employees, and contractors and their respective affiliates,
employees, agents, officers and directors, shall not be liable (except for acts
of willful misconduct or negligence), and Tenant hereby releases all claims,
for damages to person or property sustained by Tenant or any person claiming
through Tenant resulting from any fire, accident, occurrence, or condition in
or upon the Premises, the Project, or adjacent property comprising the
development of which the Project is a part, which claims include, but are not
limited to, claims for damage resulting from: (1) any defect in or failure
of plumbing, heating, or air


 


GP-20

















 


conditioning equipment,
electrical wiring or installation thereof, water pipes, stairs, railings, or
walks; (2) any equipment or appurtenances becoming out of repair; (3) the
bursting, leaking, or running of any tank, washstand, water closet, waste pipe,
drain or any other pipe or tank in, upon or about the Premises; (4) the
backing-up of any sewer pipe or downspout, (5) the escape of steam or hot
water; (6) water being upon or coming through the roof or any other place
upon or near the Premises; (7) the falling of any fixture, plaster, or
stucco; (8) broken glass; and (9) any act,negligence, or omission of
Tenant or other occupants of the Project. Similarly, to the extent Landlord
suffers any damage to any portion of the Project of the type described in (1) through
(9) above and such damage is covered by insurance of the type and amount
required to be carried by Landlord pursuant to the terms of this Lease,
Landlord hereby waives all claims against Tenant, its agents, employees and
contractors with respect to such damage.


 


(b)                   In the event Tenant’s
contents in the Premises are damaged or destroyed by fire or other insured
casualty, the rights, if any, of Tenant against Landlord or any of their
respective affiliates, employees, agents, officers and directors, with respect
to such damage or destruction are waived to the extent covered by insurance of
the type and amount required to be carried by Tenant hereunder; and all
policies of fire and extended coverage or other insurance covering Tenant’s
contents in the Premises shall contain a clause or endorsement providing in
substance that the insurance shall not be prejudiced if the insured has waived
its right of recovery from any person or persons prior to the date and time of
loss or damage, if any.


 


16.                   TRADE FIXTURES


 


All trade fixtures installed
by Tenant, other than those constructed in accordance with the initial plans
and specs, in the Premises shall remain the property of Tenant and shall be
removable at the expiration or earlier termination of the Lease or any renewal
or extension thereof, provided Tenant shall not at such time be in default of
any provision herein beyond any applicable grace or cure period; and provided,
further, that in the event of such removal, Tenant shall have repaired the
damage caused by such removal, and promptly restored the Premises to its
original order and condition. Any such trade fixture not removed at or prior to
such termination shall become the property of Landlord. Light fixtures, except
surgical lights and air


 


GP-21






 










 


conditioning/heating and
plumbing equipment, whether or not installed by Tenant, shall not be removable
at the expiration or earlier termination of the Lease, or at the expiration of
any renewal or extension thereof, and shall become the property of Landlord.


 


17.                   ASSIGNING, MORTGAGING, SUBLETTING


 


Tenant shall not directly or
indirectly assign, create a security interest in, pledge, mortgage, or encumber
any legal or equitable interest in the Lease, in whole or in part, or sublet
the whole or any part of the Premises, or permit the use of the whole or any
part hereof by a licensee or concessionaire or any person without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld. In the event that such assignment, subletting,
licensing, or granting of a concession is consented to, Tenant shall
nevertheless remain liable for the performance of all the provisions of the
Lease. Any transfer, sale, pledge, or other disposition, in any single
transaction or cumulatively during the term of the Lease or any renewal or
extension thereof, of a legal or an equitable interest in as much as fifty
percent (50%) of the shares or assets of Tenant shall be deemed an assignment
of the Lease, and prohibited without the express written consent of Landlord as
provided above.


 


Landlord reserves the right
to assign its interest under this Lease, provided such assignee assumes
Landlord’s obligations hereunder. Upon receipt of notice of any assignment by
Landlord, Tenant shall fulfill each and every obligation and make all payments
required under this Lease to such assignee, and Tenant further agrees that,
upon receipt of notice of any assignment by Landlord, Tenant will execute any
acknowledgement, consent or attornment agreement that Landlord or said assignee
may require. In the event of the sale of the Project or Premises and any
assignment of this Lease, Landlord shall have the right to transfer the
Security Deposit, and Tenant agrees to look to the new landlord solely for the
return of said Security Deposit and for the performance of the terms, covenants
and conditions of this Lease to be performed by Landlord. It is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
Security Deposit to a new landlord.


 


GP-22

















 


18.                   SUBORDINATION; ATTORNMENT


 


This Lease is subject and
subordinate to that certain Ground Lease (the “Ground Lease”) between Westside
Medical Center. (“Owner”) and Landlord and to any and all mortgages now or
hereafter placed on the property of which the Premises are a part and Tenant
agrees to execute any forms or agreements that may reasonably be requested by
Landlord, Owner or any mortgagee providing for the subordination of the Lease
to any such mortgage or to the Ground Lease; provided, however, that any
subordination is expressly contingent upon the mortgagee and Owner executing a
non-disturbance and attornment agreement reasonably acceptable to Tenant.
Tenant shall, in the event any proceedings are brought for the foreclosure of,
or in the event of exercise of the power of sale under any mortgage made by
Landlord covering the Premises, attorn to the purchaser upon any foreclosure of
sale and recognize such purchaser as Landlord under the Lease. Additionally, in
the event of the sale of Landlord’s interest in the Premises or the Project,
Tenant shall attorn to the purchaser thereof.


 


19.                   PERFORMANCE OF TENANT’S COVENANTS


 


Tenant shall perform all of
the covenants and conditions on its part to be performed, and it will
immediately upon receipt of written notice, where notice of non-performance is
required by the Lease, comply with the requirements of such notice, and,
further, if Tenant shall violate any covenant or condition herein and does not
cure such violation within the applicable cure period herein, Landlord may at
its option do or cause to be done any or all of the things required of Tenant
by the Lease. In so doing Landlord shall have the right to cause its agents,
employees, and contractors to enter upon the Premises (subject to restrictions
on Landlord entering the Premises as contained elsewhere in the Lease), and in
such event shall have no liability to Tenant for any loss or damages resulting
in any way (except negligence or willful misconduct) from such action. Tenant
hereby grants Landlord all necessary licenses required to carry out the terms
of this provision. Tenant shall pay to Landlord, within twenty (20) days of
written demand, any monies paid or expenses incurred by Landlord in taking such
actions, including attorneys’ fees and such sums shall be collectible from
Tenant as Additional Rent hereunder.


 


GP-23

















 


20.                   CUSTOM AND USAGE


 


Any law, usage, or custom to
the contrary notwithstanding, Landlord shall have the right at all times to
enforce the covenants and conditions of the Lease in strict accordance with the
terms hereof, notwithstanding any conduct or custom on the part of Landlord in
refraining from so doing at any time or times. The failure of Landlord at any
time to enforce its rights under such covenants and conditions strictly in
accordance with the same shall not be construed as having created a custom or
estoppel in any way or manner contrary to the specific covenants and conditions
of the Lease or as having in any way or manner modified or waived the same.


 


21.                   SURRENDER AND HOLDING OVER


 


(a)                    Tenant, upon expiration or
termination of the Lease, either by lapse of time or otherwise, shall peaceably
surrender to Landlord the Premises in broom-clean condition and in good repair
as required in the Lease ordinary wear and tear and fire and other casualty,
condemnation or Landlord’s negligence, willful misconduct or failure to repair
excepted. In the event that Tenant shall fail to surrender the Premises upon
demand, Landlord, in addition to all other remedies available to it hereunder,
shall have the right to receive as liquidated damages for all the time Tenant
shall so retain possession of the Premises or any part thereof, an amount equal
to twice the Base Rent specified in the Lease, as applied to such period
together with all other payments required hereunder as Additional Rent.


 


(b)                   If Tenant remains in
possession of the Premises with Landlord’s consent but without a new Lease in
writing and duly executed, Tenant shall be deemed to be occupying the Premises
as a Tenant from month to month, but otherwise subject to all the covenants and
conditions of the Lease.


 


22.                   ADDITIONAL CONSTRUCTION


 


Landlord reserves the right
at any time, and from time to time, to make alterations or additions to the
building of which the Premises are a part, and to build adjoining the same. The
Landlord also reserves the right to construct other, or add to other, buildings
or improvements in the Project, and to permit others to do so from time to
time. In the event of such additional construction, Landlord shall not
unreasonably interfere with Tenant’s occupancy and no additional construction
shall be


 


GP-24

















 


permitted if it would
materially adversely affect Tenant’s use and enjoyment of or access to the
Premises or would make any material number of parking spaces unavailable.


 


23.                   CONDEMNATION


 


(a)                    If the whole or any material
part of the Premises or the Project shall be taken or condemned by any
competent authority for any public or quasi-public use or purpose, this Lease
shall, at the election of the Landlord or Tenant to be exercised by written
notice to the other party within 30 days of such taking or condemnation, cease
and terminate as of the date on which title shall vest thereby in that
authority and the Rent reserved hereunder shall be apportioned and paid up to
date. The Premises shall be considered totally taken if a portion of the
Project and/or Premises is taken thereby preventing or substantially impairing
Tenant’s operation and business on the Premises.


 


(b)                   If the Premises are
partially taken by condemnation and this Lease is not otherwise terminated,
this Lease shall terminate as to that portion of the Premises taken upon the
date the condemnor acquires the right to possession thereof, but shall continue
in full force and effect as to the remainder of the Premises. The Premises
shall be considered partially taken hereunder in the case of any taking in
which the Premises is not totally or materially taken as described in (a) above.
In the event of a partial taking, the Rent payable after the date on which
Tenant shall be required to surrender possession of such portion shall be
reduced in proportion to the decreased use suffered by Tenant as the parties
may agree or as shall be determined by arbitration.


 


Notwithstanding any other
provision herein to the contrary, in the event a partial condemnation renders
the Premises unusable by Tenant for its intended use, then such partial
condemnation shall be considered a whole condemnation in accordance with Section
23(a) above.


 


(c)                    In the event of any taking
or condemnation in whole or in part, the entire resulting award of
consequential damages shall belong to Landlord without any deduction therefrom
for the value of the unexpired term of this Lease or for any other estate, or
interest in the Premises now or later vested in Tenant. Tenant assigns to
Landlord all its right, title, and interest in any and


 


GP-25

















 


all such awards. However,
Tenant shall not be prohibited from pursuing its own action for damages against
the condemning authority.


 


(d)                   In case of any governmental
action not resulting in the taking or condemnation of any portion of the
Premises but creating a right to compensation therefor, or if less than a fee
title to all or any portion of the Premises shall be taken or condemned by any
governmental authority for temporary use or occupancy, and provided such
condemnation shall not have reduced significantly the previously available
parking for Tenant, this Lease shall continue in full force and effect without
reduction or abatement of rent.


 


24.                   FORCE MAJEURE


 


In the event that Landlord
shall be delayed or hindered in or prevented from doing or performing any act
or thing required hereunder by reason of any matters beyond the reasonable
control of Landlord, then Landlord shall not be liable or responsible for any
such delays and the doing or performing of such act or thing shall be extended
for a period equivalent to the period of such delay and this Lease and the
obligations of Tenant to pay Rent hereunder and perform and comply with all of
the terms and provisions of this Lease shall in no way be affected, impaired,
or excused.


 


25.                   ESTOPPEL STATEMENT


 


Within ten (10) days
after request therefor by Landlord or any mortgagee, or in the event of any
sale, assignment or hypothecation of the Premises by any of them, Tenant shall
deliver to Landlord or such mortgagee, as the case may be, an estoppel
statement in form acceptable to the requestor (and signed by Tenant, if an
individual, or properly authorized representative of Tenant if Tenant is not an
individual) certifying that the Lease is in full force and effect, that Tenant
is in possession, that Tenant has commenced the payment of rent, that there are
no defenses or offsets to the Lease claimed by Tenant and any other information
required reasonably by the requestor.


 


GP-26

















 


26.                   EVENTS OF DEFAULT


 


The occurrence of any of the
following shall, in addition to any other events of default provided herein,
constitute an event of default hereunder:


 


(a)                    The filing of a petition by
or against Tenant or any Guarantor of this Lease for relief under the
Bankruptcy Code, or for its reorganization or for the appointment of a receiver
or trustee of Tenant or any Guarantor or Tenant’s or any Guarantor’s property;
or an assignment by Tenant or Guarantor for the benefit of creditors; or the
taking possession of the property of Tenant or Guarantor by any governmental
officer or agency pursuant to statutory authority for the dissolution or
liquidation of Tenant; or if a temporary or permanent receiver or trustee shall
be appointed for Tenant or for Tenant’s property and such temporary or
permanent receiver or trustee shall not be discharged within thirty (30) days
from the date of appointment; or any other execution, levy, attachment or other
process of law upon Tenant’s interest in the leasehold estate or any part
thereof.


 


(b)                   Failure of Tenant to pay
when due any installment of Rent hereunder and/or any other sum herein required
to be paid by Tenant, and the continuation of such failure for ten (10) days
after written notice of failure from Landlord.


 


(c)                    Tenant’s removal or attempt
to remove Tenant’s goods or property from or out of the Premises other than in
the ordinary and usual course of business, without having first paid and
satisfied Landlord for all Rent which may have become due prior to such
removal.


 


(d)                   Except as otherwise
permitted herein, the transfer or attempted transfer of any legal or equitable
interest whether by operation of law or otherwise of the Lease or Tenant’s
interest in the Lease.


 


(e)                    Tenant’s failure to perform
or observe any other provision of the Lease within 30 days after written notice
and demand, provided that, if such failure is of such a character as not to
permit compliance within such 30 day period in the reasonable opinion of
Landlord, then Tenant’s failure to proceed diligently and immediately upon
receipt of notice to commence the cure of such failure, and thereafter to
complete such cure with all reasonable dispatch within 45 days after written
notice from Landlord.


 


GP-27

















 


27.                   LANDLORD’S REMEDIES UPON DEFAULT BY TENANT


 


(a)                    Upon the occurrence of any
event of default as set forth herein, Landlord, at its option, may at such
times as it may determine, concurrently or successively, without being deemed
to have waived rights or to have made an election of remedies in any
circumstance, do any or all of the following in addition to any right or remedy
provided by law or allowed in equity:


 


(1)     Landlord
may serve upon Tenant notice that the Lease shall terminate on a date specified
in such notice, to be not less than ten (10) days after the date of such
notice, and the Lease, as well as the right, title, and interest of Tenant
hereunder shall, except as to the rights and remedies of Landlord upon
termination as provided herein, terminate in the same manner and with the same
force and effect as if the date filed in such notice were the date originally
specified for the expiration of the Lease Term; and Tenant shall then
immediately quit and surrender to Landlord the Premises, including any and all
buildings and improvements thereon, and Landlord may then or at any time
thereafter, enter into and repossess the Premises, opening locked doors, if
necessary, to effect such entrance and may remove all occupants and any
property thereon without being liable for any action or prosecution of any kind
for such entry or the manner thereof or loss of or damage to any property upon
the Premises.


 


(2)     Without
terminating the Lease and without notice, Landlord may, enter into and
repossess the Premises, opening locked doors if necessary, to effect such
entrance and may remove all occupants and any property thereon without being
liable for any action or prosecution of any kind for such entry or the manner thereof
or loss of or damage to any property upon the Premises. Landlord may in its
discretion and in addition to its other rights and remedies, store Tenant’s
property in a public warehouse or at a place selected by Landlord, at the
expense of Tenant.


 


In the event of either (1) or
(2) above, Landlord may, but shall not be obligated to, obtain possession
of the Premises only by any judicial proceeding, which it may, in its sole
discretion, institute for such purpose. Landlord’s obtaining of possession of
the Premises, shall not of itself, terminate the Lease.


 


GP-28

















 


(3)     With
or without terminating the Lease and with or without reentering and obtaining
possession of the Premises, Landlord may lease the Premises to any other person
upon such terms as Landlord may deem reasonable, in its sole discretion, and
for a term within or beyond the term of this Lease. Landlord shall apply the
rent received from reletting the Premises to reduce any amounts due and owing
by Tenant under this Lease. Tenant shall be liable for any loss in Rent for the
balance of the then current term together with any reasonable and actual
expenses or costs incurred by Landlord in reentering the Premises, such as the
payment of commissions, attorneys’ fees, and Landlord may recover such costs
and expenses at anytime, and from time to time, after any of the foregoing
events, whether prior to the end of the term herein granted or otherwise.


 


In the event Landlord shall
terminate the Lease, prior to the date of expiration of the Lease term as set
forth herein, or in the event Landlord shall repossess the Premises, with or
without termination of the Lease, Tenant waives all right to recover or regain
possession of the Premises to save forfeiture of possession or of the Lease, as
the case may be, by payment of Rent due or by other performance of the
covenants and conditions hereof, and without limitation of or by the foregoing,
Tenant waives all right to reinstate or redeem the Lease notwithstanding any
provisions of any statute, law, or decision hereafter in force and effect.


 


(b)                   The various rights and
remedies, powers, options and elections of Landlord reserved, expressed, or
contained in the Lease are distinct, separate and cumulative, and no one of
them shall be deemed to be exclusive of the other rights, remedies, powers or
options provided herein, or which now or hereafter may be conferred upon
Landlord by statute or by law or equity.


 


(c)                    On the occurrence of any of
the foregoing acts of default, the Rent for a two (2) year period under
this Lease and all other sums payable hereunder as Rent for such two (2) year
term, or any part thereof at the option of Landlord, shall immediately without
act or notice become due and payable as if by the terms of the Lease such
amounts were payable in advance and Landlord may immediately proceed to collect
or bring an action for such Rent, or such part thereof, as Rent being in
arrears, or may file a proof of claim in any bankruptcy or insolvency
proceeding for such Rent, or may institute any other proceedings to enforce


 


GP-29

















 


payment thereof. If Landlord
exercises this remedy, the payment of Rent for a two (2) year period as
provided herein shall be agreed and liquidated damages for all damages which
Landlord may-incur as a result of such default by Tenant. Landlord and Tenant
agree that this is a fair and reasonable remedy and Landlord will have suffered
damages which the parties cannot now determine with certainty.


 


(d)                   No such termination of the
Lease, or taking or recovering possession of the Premises with or without
termination of the Lease shall deprive Landlord of any remedies or actions
against Tenant for Rent or for damages due or to become due for the breach of
any covenant or condition herein contained, nor shall the bringing of any such
action for Rent, or breach of any covenant or condition, or the resort to any
other remedy be herein construed as a waiver of the right to insist upon the
forfeiture or to obtain possession in the manner herein provided.


 


(e)                    Payment by Tenant or receipt
by Landlord of a lesser amount than the monthly Rent herein stipulated shall be
deemed to be on account of the earliest Rent due, and any endorsement or
statement on any check or any letter accompanying any check or payment as Rent
shall not be deemed an accord and satisfaction, and Landlord may accept such
check or payment without prejudice to Landlord’s right to recover the balance
of such Rent or pursue any- other remedy provided in the Lease.


 


(f)                      No receipt of
money by Landlord from Tenant after default or cancellation of this Lease
shall: (i) reinstate, continue, or extend the term or affect any notice
given to Tenant, (ii) operate as a waiver of the right of Landlord to
enforce the payment of Rent and Additional Rent then due or to become due, or (iii) operate
as a waiver of the right of Landlord to recover possession of the Premises by
suit, action, proceeding, or other remedy. After: (x) service of notice of
termination and forfeiture as herein provided and the expiration of the time
specified therein, (y) the commencement of any suit, action, proceeding,
or other remedy, or (z) final order or judgment for possession of the
Premises, Landlord may. demand, receive and collect any monies due, without in
any manner affecting such notice, or judgment. Any and all such monies so
collected shall be deemed to be payment on account of the use and occupation of
the Premises or at the election of Landlord, on account of the liability of
Tenant hereunder.


 


GP-30

















 


(g)                   Any sums which may be
expended by Landlord in accordance with the terms of this Lease that are paid
on behalf of Tenant or due to Tenant’s default hereunder shall bear interest at
the highest rate allowed under Florida law, and Tenant shall be liable for such
sums plus such interest as Additional Rent hereunder.


 


28.                   DEFAULT BY LANDLORD


 


In the event of any breach
of this Lease by Landlord, Tenant will give Landlord and any mortgagee of the
Project (“Lender”) written notice specifying such breach with particularity,
and Landlord and Lender shall thereupon (i) have forty five (45) days in
which to cure any breach, or (ii) have until such time as Landlord or
Lender cures said breach, provided Landlord’s breach is of such a nature that
it can be cured but not within forty five (45) days after written notice, and
Landlord or Lender has within said forty five (45) day period instituted
curative action and diligently and continuously pursued such action. If
Landlord or Lender fails to cure any such breach within the aforesaid cure
period, Tenant shall be entitled to take the action which Tenant reasonably
determines is the most efficient and least expensive action reasonably necessary
to cure such breach in a manner that will allow Tenant to continue to conduct
its business in a reasonable and customary manner. Tenant shall be entitled to
offset all costs in accomplishing such cure against the next installment(s) of
Rent due under this Lease. In addition to, or in lieu of, Tenant’s right to
cure any such breach by Landlord, Tenant shall have any and all of the rights
and remedies provided to Tenant under the laws of the State of Florida as the
result of any such breach by Landlord.


 


29.                   AUTHORITY


 


All persons executing the
Lease on behalf of Landlord and a corporate Tenant (or other entity) personally
represent and warrant that they have been authorized to execute the Lease by
such party. Evidence of such authority shall be provided upon request.


 


30.                   LIABILITY OF LANDLORD


 


(a)                    Tenant shall look solely to
Landlord’s interest in the Project and Landlord’s personal property used in
connection with


 


GP-31






 










 


the Project for the
satisfaction of any judgment or decree requiring the payment of money by
Landlord, based upon any default hereunder, and no other property or asset of
Landlord shall be subject to levy, execution, or other enforcement procedure
for the satisfaction of such judgment or decree.


 


(b)                   Except as otherwise
permitted or provided herein, Tenant shall be in exclusive control and
possession of the Premises and Landlord shall not be liable to Tenant for any
injury or damages to any property or to any person on or about the Premises nor
for any injury or damage to any property of Tenant, except for injury or damage
caused by the sole negligence of the Landlord. The provisions herein permitting
Landlord to enter and inspect the Premises are made to ensure that Tenant is in
compliance with the terms and conditions hereof and to make repairs that Tenant
has failed to make. Landlord shall not be liable to Tenant for any entry on the
Premises for inspection purposes.


 


31.                   LEGAL EXPENSES


 


In the event that it shall
become necessary for Landlord to employ the services of an attorney to enforce
any of its rights under the Lease or to collect any sums due to it under the
Lease or to remedy the breach of any covenant of the Lease on the part of
Tenant to be kept or performed, Tenant shall pay to Landlord such reasonable
and actual fees and costs as shall be charged by Landlord’s attorney for such
services. If Landlord and Tenant become involved in litigation to enforce
either party’s duties or obligations under this Lease, the prevailing party
shall be entitled to be reimbursed by the losing party for all reasonable and
actual costs and expenses incurred by the prevailing party including, without
limitation, reasonable, actually incurred attorneys’ fees.


 


32.                   EASEMENTS, AGREEMENTS, OR ENCUMBRANCES


 


The parties shall be bound
by all existing and future easements, agreements, and encumbrances of record
relating to the Premises including but not limited to any deed or plat
restrictions, and reasonable Rules and Regulations governing the Premises
and the Project or any part thereof (provided same are applied in a
non-discriminatory manner to all tenants) as same may be amended; provided that
no addition or amendment to the Rules and Regulations and no future
easement, agreement or encumbrance


 


GP-32

















 


of record, of any kind
whatsoever shall be binding upon Tenant if they would in any way have a
material adverse effect upon Tenant’s rights under this Lease.


 


33.                   TIME OF THE ESSENCE


 


Time is of the essence in
all provisions of this Lease.


 


34.                   QUIET ENJOYMENT


 


Landlord warrants that
Tenant shall be granted peaceable and quiet enjoyment of the Premises free from
any eviction or interference by Landlord if Tenant pays the Rent and other
charges and amounts payable by Tenant hereunder and otherwise fully and
punctually performs and complies with the terms, conditions, and provisions of
this Lease.


 


35.                   SIGNS


 


No sign or visual
advertisement shall be placed on the exterior of the Premises except a standard
entry sign with suite number and company name may be used. All signs
shall be subject to the approval by the appropriate governmental authorities
and the Landlord. Landlord will provide to Tenant the initial sign for the
Premises at Landlord’s cost and expense. Any additions or changes to the
initial sign must be approved in advance by Landlord and shall be the expense
of Tenant. Tenant may install exterior signage on one face of the linear
accelerator vault, provided Landlord and the City of Plantation approves said
signage over and above any identification signage allocated to the overall
Building. Tenant shall pay all costs associated with the design, permitting,
manufacture and installation of this exterior signage.


 


36.                   SCOPE AND INTERPRETATION OF AGREEMENT


 


The Lease, the Guarantee,
these General Provisions, the Special Provisions and all Amendments and
Exhibits, set forth all of the covenants, promises, agreements, conditions, and
understandings between Landlord and Tenant concerning the Premises and there
are no covenants, promises, conditions, or understandings either oral or
written between Landlord and Tenant other than herein set forth. Except as
otherwise provided, no subsequent alteration, change or addition to the Lease
shall be binding upon the Landlord or Tenant unless reduced to writing and


 


GP-33

















 


signed by both parties. The
laws of the State of Florida shall govern the validity, interpretation,
performance, and enforcement of the Lease. The Lease shall not be more strictly
enforced against either party regardless of which party was more responsible
for preparation. Except at Landlord’s option, no part of this Lease may be
recorded in any public records of any municipality or county records.


 


37.                   INVALID PROVISIONS


 


If any provision of the
Lease shall be determined to be void by any court of competent jurisdiction or
by any law enacted subsequent to the date hereof, then such determination shall
not affect any other provision hereof, all of which other provisions shall
remain in full force and effect.


 


38.                   CAPTIONS


 


Any headings preceding the
text of the provisions and subparagraphs hereof are inserted solely for
convenience of reference and shall not constitute a part of the Lease, nor
shall they affect its meaning, construction or effect.


 


39.                   SUCCESSORS AND ASSIGNS


 


All rights, obligations, and
liabilities given to, or imposed upon, the parties hereto shall extend to and
bind the respective heirs, executors, administrators, successors, sublessees,
licensees, concessionaires and assigns of such parties. No rights, however,
shall inure to the benefit of any assignee of Tenant unless the assignment of
such assignee has been approved by Landlord in writing or is otherwise
permitted as hereinabove set forth. Except as expressly set forth herein,
nothing contained in the Lease shall in any manner restrict Landlord’s right to
assign or encumber the Lease and, in the event Landlord sells its interest in
the Project and the purchaser assumes Landlord’s obligations and covenants,
Landlord shall thereupon be relieved of all obligations hereunder.


 


40.                   NOTICES


 


Wherever in the Lease it
shall be required or permitted that notice or demand be given or served by
either party to or on the other, such notice or demand shall not be deemed to
have been duly


 


GP-34

















 


given or served unless in
writing and either personally delivered or forwarded by registered or certified
mail, postage prepaid, to the respective addresses set forth in this Lease.
Such addresses may be changed from time to time by either party by serving
notice as above provided. If service of any notice is effected by registered or
certified mail, delivery shall be deemed to have occurred two business days
after mailing.


 


41.                   USE OF PREMISES


 


Tenant shall use the
Premises for the purpose specified in the Specific Provisions of this Lease or
for such other uses as may be consented to by Landlord in writing, and as
addressed in Exhibit “E” and the Declaration of Covenants and Restrictions
that pertain to the occupancy of the Project. Notwithstanding the foregoing,
Tenant’s use of the Premises shall at all times be in compliance with the
terms, provisions, conditions and restrictions of the Ground Lease and neither
the Tenant nor any partner, shareholder, or employee of the Tenant or sublessee
or other occupant of the Premises shall compete on the Premises on any basis
with the products or services which are available to or for outpatients or
inpatients in Westside Regional Medical Center, its affiliates or successors,
or at any of its facilities, except to the extent that such products or
services are used by Tenant or other occupant as part of the treatment of its
own patients or patients referred to the Tenant or any of its employees for
consultation and not as a part of a separate competitive patient service. The
uses permitted pursuant to this paragraph shall take into consideration the
dynamic nature of health care, and Landlord shall not unreasonably restrict
Tenant’s use of the Premises and shall recognize the potential need for Tenant
to expand its use of the Premises as the practice of medicine evolves, provided
that; such expansion shall not be in contravention of the specific provisions
of this paragraph.


 


42.                   GENERAL PROVISIONS GOVERNING TENANT’S IMPROVEMENTS


 


(a)                    Before entering the Premises
for the purpose of performing Tenant’s improvements, which shall include any
leasehold improvements other than the initial finish work for the Premises as
provided for in Section 6 herein, Tenant shall deposit with Landlord a
liability insurance certificate from Tenant’s general contractor, or if none,
from each of Tenant’s independent contractors in an amount not less than
$1,000,000.00 per


 


GP-35

















 


occurrence or such amount as
Landlord acting reasonably may require from time to time, with Landlord added
as additional insured, which liability insurance shall be on a comprehensive
form and shall cover all hazards related to any work performed by any such
contractor on the Premises.


 


(b)                   Any damage to the Premises
or the Project caused by Tenant or any of its employees, contractors, or
workman and not covered by the insurance to be maintained hereunder shall be
repaired as soon as reasonably practicable by and at the expense of Tenant.
Tenant shall be responsible for the disposal of waste generated with respect to
Tenant’s improvements.


 


(c)                    All Tenant’s improvements
within the Premises shall be completed with new materials unless otherwise
approved in writing by Landlord. Materials used and workmanship performed shall
be of a uniformly high quality in accordance with the best standards of
practice and shall be subject to the reasonable approval of Landlord.


 


(d)                   On completion of Tenant’s
improvements, Tenant shall cause to be furnished to Landlord a Contractor’s
Affidavit stating that there are no liens outstanding against the Premises on
account of Tenant’s improvements and that all accounts for work, service and
materials have been paid in full.


 


43.                   RENEWAL OPTION


 


Provided there does not
exist an event of default by Tenant hereunder which remains uncured at the time
the option(s) is exercised, the Tenant shall have an option to extend this
Lease for the renewal term(s) set forth in the Specific Provisions,
commencing immediately at the end of the initial Lease Term or the prior
Renewal Term, as applicable. The terms and conditions for the extension years
shall be the same as those terms and conditions for the initial Lease Term,
except that Rent shall be increased in accordance with Section 1(b). To
exercise the option to extend the Lease, the Tenant must give notice of same to
Landlord not less than 120 days before the end of the initial term of this
Lease, or the end of a Renewal Term, as applicable.


 


GP-36

















 


44.                   WAIVER OF TRIAL BY JURY


 


IT IS
MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES
HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON
ANY MATTERS ARISING OUT OF OR IN THE PREMISES OR THE PROJECT. TENANT FURTHER
AGREES THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS IN A
SUMMARY PROCEEDING OR IN ANY ACTION BASED UPON NON PAYMENT OF RENT OR ANY OTHER
PAYMENT REQUIRED OF TENANT HEREUNDER.


 


45.                   EXHIBITS


 


The following exhibits are a
part of this Lease and incorporated herein by reference:


 


Exhibit “A” - Legal
Description, Site Plan and Floor Plan


Exhibit “B” - Notice
Regarding Commencement Date of Lease


Exhibit “C” - Rules and
Regulations


Exhibit “D” - Landlord’s
Work


Exhibit “E” -
Permissible Uses and Restrictions


Exhibit “F” - Building
Area Definitions


 


46.                   RADON GAS


 


Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state guidelines have
been found in buildings in Florida. Additional information regarding radon and
radon testing may be obtained from your county public health unit. Pursuant to
§404.056(8), Florida Statutes.


 


47.                   FINANCIAL STATEMENT AND FEDERAL INCOME TAX RETURNS


 


Upon execution hereof,
Tenant shall deliver to Landlord a copy of Tenant’s most recent federal income
tax return and a current financial statement prepared in accordance with
generally accepted accounting principles by an independent certified public
accountant. Within 20 days after filing each subsequent annual federal income
tax return and upon further request by Landlord in each instance, Tenant shall
deliver a copy of said federal income tax return to Landlord. In addition, each
Guarantor shall deliver to Landlord, at such times as Tenant is required to do
so, a copy of his current financial statement prepared in accordance with


 


GP-37

















 


generally accepted
accounting principles by an independent certified public accountant.


 


*                                         *                                         *                                         *                                         *


 


GP-38

















 





 

















 


EXHIBIT
A


 





 






 










 


EXHIBIT “A”


 


LEGAL DESCRIPTION


 


To be provided.


 


 


GP-39

















 


EXHIBIT “B”


 


COMMENCEMENT DATE OF THE LEASE TERM


 


Landlord and Tenant
acknowledge and agree that the terms of the Lease dated (for reference purposes
only):                       
                  
commenced on the following date:


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  WMC Two
  Partners, Ltd., a  Florida
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  June 8, 2000

  



 


GP-40

















 


EXHIBIT “C”


 


RULES AND REGULATIONS


 


Tenant covenants and agrees
with Landlord to obey the following rules and Regulations:


 


(1)       All deliveries of shipments of any kind
to and from the Premises including loading and unloading of goods, shall be
made only by way of the rear of the Premises or at any other location
designated by landlord, and only at such times designated for such purpose by
Landlord and further, all deliveries of fixtures shall be unloaded in
accordance with any jurisdictional rights of any interested labor unions as
determined by Landlord. Any damage to the building of which the Premises are a
part or the common area caused by Tenant’s movers or personnel shall be
reimbursed to Landlord within ten (10) days of receipt of invoice.


 


(2)       All garbage and refuse shall be kept in
the kind of container specified by Landlord, and shall be placed outside of the
Premises prepared for collection in the manner and at the times and places specified
by Landlord. Landlord shall provide or designate a service for picking up
refuse and garbage, and the cost thereof shall be included as a common area
maintenance expense. Tenant shall be responsible for the maintenance of the
general area where its garbage container is located.


 


(3)       No antenna or dish shall be erected on
the roof or exterior walls of the building in which the Premises are located,
or on the grounds, without, in each instance, the written consent of Landlord.
Any antenna or dish so installed without such written consent shall be subject
to removal without notice at any time, at the expense of Tenant.


 


(4)       No loudspeakers, televisions,
phonographs, radios, or other devices shall be used in a manner so as to be
heard or seen outside of the Premises without prior written consent of
Landlord.


 


(5)       Tenant and Tenant’s employees shall park
their cars in those portions of the parking areas designated for that purpose
by Landlord.


 


GP-41

















 


(6)       The plumbing facilities shall not be used
for any purpose other than that for which they are constructed, and no foreign
substance of any kind shall be thrown therein, and the expense of any breakage,
stoppage, or damage resulting from a violation of this provision shall be borne
by Tenant.


 


(7)       Tenant shall pay for and maintain a
termite and pest extermination service for the Premises.


 


(8)       Tenant shall not burn any trash or
garbage of any kind in or about the Premises.


 


(9)       The sidewalks, entrances, passage,
courts, elevators, vestibules, stairways, corridors, and halls shall not be
obstructed or encumbered by Tenant.


 


(10)     Tenant shall not at any time without first
obtaining Landlord’s written consent, change, whether by alteration,
replacement, rebuilding or otherwise, the exterior color or architectural
treatment of the Premises or of the building in which the same is located, or
any part thereof.


 


*            *            *            *            *


 


GP-42

















 


EXHIBIT “D”


 


LANDLORD’S WORK


 


Landlord agrees that it will
deliver to Tenant the Base Building Improvements as follows:


 


·                  HVAC systems and capacity to
serve Tenant’s requirements for standard medical office use consisting of
approximately one (1) ton of air-conditioning capacity per 400 rentable
square foot of space. Does not include distribution or control equipment within
tenant space.


 


·                  Electrical service into the
building’s main electrical room, ready for distribution to tenants. Does not
include individual tenant meters nor tenant disconnects.


 


·                  Plumbing to the core ready
for distribution.


 


·                  Sprinkler system inclusive
of branch distribution in place in compliance with all governmental laws and
regulations for unimproved shell buildings. Does not include branch relocation,
addition or head turn-down necessitated by tenant build-out.


 


·                  Complete, finished elevator
lobbies on each floor.


 


·                  Building standard window
treatments in Common Areas.


 


·                  Janitor’s closet in
building.


 


The
Base Building Improvements set forth above do not include the single-story
addition.


 


GP-43

















 


EXHIBIT “E”


 


PERMISSIBLE USES AND RESTRICTIONS APPLICABLE TO PROJECT


 


The use of the Project shall
be limited to the construction, maintenance and operation of a medical office
building to be used and occupied only as medical offices for licensed
physicians (“Physicians”) to engage in the private practice of medicine for the
care and treatment of human beings and other related activities incidental
thereto, and for no other purpose without the prior written consent of Ground
Lessor and Landlord, which consent may be granted or denied in its sole and
absolute discretion. Notwithstanding anything to the contrary set forth herein,
in no event shall the Project or any part thereof be used for the following
activities without the prior written consent of Ground Lessor, which consent
may be granted or denied in its sole and absolute discretion: (i) the
provision or operation of any “ancillary medical care service or facility” (as
hereinafter defined), (ii) the operation of an acute care general
hospital, a specialty hospital, a rehabilitation center, an extended care
facility or nursing home, an outpatient or inpatient clinic, surgical center,
emergency center, a home health service, a health maintenance organization or
similar direct care provider, an ambulance service, a birthing center or an
inhalation or physical therapy center, (iii) the operation of a clinic
with a primary mission to treat Acquired Immune Deficiency Syndrome or similar
diseases, (iv) any purpose that is in violation of law, code, ordinance,
zoning ordinance or condition or governmental rule or regulation, (v) any
purpose deemed by Landlord or its insurer to be extrahazardous on account of
fire risk, (vi) any purpose that would reasonably cause a cancellation of
any insurance policy covering the Hospital or the Hospital Parcel, or (vii) any
operation which creates a nuisance. Tenant shall indemnify and hold harmless
the Landlord against all costs, expenses, damages, liability, or loss caused by
any violation hereof of any provision of the Declaration. As used herein, an “ancillary
medical care service or facility” shall mean and include, (X) any form of
testing for diagnostic or therapeutic purposes, provision or operation of a
laboratory (including, without limitation, a pathology laboratory or a clinical
laboratory),


 


GP-44

















 


diagnostic imaging services
other than as qualified below (which include, without limitation, the following
testing facilities: fluoroscopy, x-ray, plane film radiography, computerized
tomography (CT) ultrasound, radiation therapy, mammography and breast
diagnostics, nuclear medicine testing and magnetic resonance imaging), physical
therapy services, or respiratory therapy service, and (y) the provision of
any medical or related service to or for any person that is in addition to the
examination and diagnosis of patients performed directly by a Physician or by
other health care professionals under the direct supervision of a Physician, or
facility operated for the provision of any such service. No drugs or medicines
may be dispensed in the MOB Parcel (“MOB Parcel”) to persons other than the
patients of Physicians occupying office space in medical office buildings
located on the MOB Parcel. The MOB Parcel is hereby defined as the parcel of
land on which the Project is located. The installation and use of any
diagnostic, laboratory or radiology equipment on the MOB Parcel shall be
subject to the prior written approval of Landlord, and prior to the
installation of any such equipment on the MOB Parcel, Landlord shall be
provided with a list of such equipment and its intended use. Notwithstanding
the foregoing, however, nothing in this Exhibit “E” shall prevent
Physicians who conduct a medical practice and related activities at the Project
from performing outpatient surgeries that do not require general anesthesia or
intravenous sedation or from rendering pathological laboratory and radiological
services to any such Physician’s own patients, so long as such pathological
laboratory and radiological services are merely ancillary and incidental to
such Physician’s primary medical practice and do not constitute the Physician’s
primary medical practice or specialty nor the predominant services rendered by
the Physician to the Physician’s patients.


 


Tenant hereby acknowledges
that all physicians who conduct a medical practice and related activities (a “Practice”)
at the Project must be active members and associates in good standing of the
active medical staff of Westside Regional Medical Center (the “Hospital”).


 


Notwithstanding anything to
the contrary hereinabove contained, Tenant shall be permitted to conduct a
radiation oncology practice in the Premises. Said practice shall include the
provision of radiological services and the use of certain equipment to include
a linear accelerator, CT scan, simulator,


 


GP-45

















 


and such other equipment
typically utilized to plan treatment and to treat patients with cancer. All
equipment utilized in the Premises will be state-of-the-art equipment, obtained
by Tenant for this center. Furthermore, Tenant acknowledges that it will not
utilize any more advanced technology in Tenant’s existing center located on
Pine Island Road. Tenant must obtain the further approval of Landlord prior to
expanding or materially altering the scope of services provided in the
Premises.


 


	
   

  	
  TENANT
  USE APPROVAL

  
	
   

  	
   

  
	
   

  	
  Ground Lessor:

  
	
   

  	
   

  
	
   

  	
  Westside Medical
  Center, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  VP

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  12/6/00

  
				



 


GP-46

















 


EXHIBIT “F”


 


Building Area Definitions


 


Gross Building
Area:


The total constructed area
of the building.


 


Major
Vertical Penetration:


Stairs, elevator shafts,
flues, vertical ducts, and the like. Not included are structural columns,
openings for vertical electric cable or telephone distribution or plumbing
lines.


 


Building
Rentable Square Footage:


Gross Building Area less
Major Vertical Penetrations.


 


Tenant
Premises:


Where a tenant normally
houses personnel and/or furniture and conducts its business operations.


 


Usable Area
of Tenant Premises:


The area the tenant
occupies, measured to the inside surface of exterior walls and demising walls
between tenant’s space and Common Areas, and to the midpoint of demising walls
between tenant’s space and adjoining tenants’ space in the building.


 


Common
Areas:


Areas of the building that
provide service to the building tenants but are not part of the Tenant
Premises. These areas may include, but shall not be limited to, lobbies, atrium
spaces, concierge areas or security desks, conference rooms, lounges or vending
areas, food service facilities, health or fitness centers, daycare facilities,
locker or shower facilities, mail rooms, fire control rooms, fully enclosed
courtyards outside the exterior wails, building core and service areas such as
mechanical or equipment rooms, electrical rooms and telephone rooms, washrooms,
janitorial closets and public corridors.


 


Building
Usable Area:


Building Rentable Area less
Common Areas.


 


Building
R/U Ratio:


Building Rentable Area
divided by Building Usable Area.


 


Tenant
Rentable Area:


Usable Area of Tenant
Premises times Building R/U Ratio.


 


GP-47














 


FIRST AMENDMENT TO LEASE


 


THIS FIRST
AMENDMENT TO LEASE (“First Amendment”), entered into this 15 day of
Feb, 2001 is made by and between WMC TWO
PARNTERS, LTD. (“Landlord”) and 2lST CENTURY ONCOLOGY, INC. (“Tenant”) to the Lease
Agreement dated June 9, 2000 by and between Landlord and Tenant for office
space in the Building located at 350 NW 84th Avenue,
Plantation, Florida.


 


BACKGROUND


 


WHERAS, Landlord and Tenant
wish to expand the Premises;


 


NOW, therefore, for good and
valuable consideration, the receipt of which is hereby acknowledged, Landlord
and Tenant agree as follows:


 


WITNESSETH


 


I.              EXPANSION. As of the date
of this First Amendment, Tenant shall expand into approximately 1,225 rentable
square feet on the second (2nd) floor (“Expansion Space”) and from said date
forward the square footage of the Premises shall be deemed 10,525 rentable
square feet (subject to change only as set forth in the Lease Agreement). The
Expansion Space is not located adjacent to the remainder of the Premises. See
Exhibit “A” attached hereto for a further description of the Expansion Space.


 


II.            RENT. As of the
Commencement Date of the Lease Agreement, the Rent payable pursuant to the
Lease shall be proportionately adjusted upward to account for the Expansion
Space. The Rent shall increase on an annual basis on each anniversary of the
Commencement Date as further set forth in the Lease Agreement.


 


III.           TENANT’S PROPORTIONATE SHARE. Tenant’s
Proportionate Share of Common Area Maintenance Costs is hereby revised upward
to twenty-two and six hundredths percent (22.06%). (ESTIMATED)


 


IV.           TENANT IMPROVEMENT ALLOWANCE. The
improvement allowance of $42.00 per usable square foot, as set forth in
Specific Provision (p) of the Lease Agreement, shall also pertain to the
Expansion Space.


 


V.            RESTORATION OF EXPANSION SPACE.  Tenant intends
to install equipment or perform improvements in the Premises necessary to
conduct its business, but that are of a non-building standard nature. Tenant
shall obtain Landlord’s reasonable consent prior to performing any such
improvements. Upon expiration of the Term, or earlier termination of the Lease,
Tenant shall, at its sole cost and expense, restore the Premises to a condition
that would allow the Premises to be readily usable as physician office spaceby
a third party tenant Said restoration work shall include, but not be limited to
modifyng the concrete slab thickness to the standard thickness and height of
the remainder of the second (2nd) floor of the Building, and the removal of all
materials installed as a component of the radiation vault to be determined at
Landlord’s reasonable discretion.


 


All other Lease terms and
conditions not specifically modified herein shall remain unaltered and in full
force and effect. In the event of a conflict between the Lease and this First
Amendment to Lease, the First Amendment shall control.


 


 


	
  WITNESS:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st CENTURY ONCOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By: 

  	
  /s/ Daniel E. Dosoretz

  
	
  Print
  Name:  

  	
  Authorized Signatory

  	
   

  	
  Name:

  	
  Daniel E. Dosoretz

  
	
  /s/ Authorized Signatory

  	
   

  	
  Title:

  	
   

  
	
  Print
  Name:  

  	
  Authorized Signatory

  	
   

  	
  Date:

  	
  1/10/01

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WMC TWO
  PARTNERS, LTD, A FLORIDA LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By: 

  	
  WMC TWO
  EQUITY CORP, A FLORIDA 

  
	
  Print
  Name:

  	
  Authorized Signatory

  	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By: 

  	
  /s/ Authorized Signatory

  
	
  Print
  Name:

  	
  Authorized Signatory

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Date:

  	
  2/15/01

  



 

















 


LEASE AGREEMENT


 


THIS LEASE,
dated, for reference purposes only, this day of
                      ,
1999, is entered into by WMC Two Partners,
Ltd. (“Landlord”), and 21st Century Oncology, Inc. (“Tenant”).


 


The Landlord demises and
leases to Tenant, and Tenant rents from Landlord, the Premises (hereafter
defined) pursuant to the terms and conditions set forth in the Specific
Provisions and the General Provisions hereinafter set forth, and subject to the
Guarantee remaining in full force and effect.


 


SPECIFIC PROVISIONS


 


	
  (a)

  	
  Landlord’s Address: 

  	
  2300 Glades Road, Suite
  100E

  
	
   

  	
   

  	
  Boca Raton, FL 33431

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Tenant’s Address:

  	
  2234 Colonial Boulevard

  
	
   

  	
   

  	
  Ft. Myers, FL 33907

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  Tenant’s Trade Name: 

  	
  21st Century Oncology, Inc.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  Guarantor:

  	
  Radiation Therapy
  Services, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  Guarantor’s Address:

  	
  2234 Colonial Boulevard

  
	
   

  	
   

  	
  Ft. Myers, FL 33907

  
	
   

  	
   

  	
   

  
	
  (e)

  	
  Premises: Suite No. TBD of
  the Westside Medical Arts Building (the “Project”).

  
	
   

  	
   

  
	
  (f)

  	
  Rentable Area of the
  Premises: Approximately 9,300 square feet. Refer to Exhibit “F” attached
  hereto.

  
	
   

  	
   

  
	
  (g)

  	
  Useable Area of the
  Premises: Approximately 8,300 square feet, but in no event less than 8,200
  square feet. Refer to Exhibit “F” attached hereto.

  
	
   

  	
   

  
	
   

  	
  Note:
  Final useable and rentable square footage shall be determined from the final
  architectural plans for the Premises and subject to Landlord’s reasonable discretion
  with respect to lay-out of multi-tenant floors.

  



 

















 


	
  (h)

  	
  Lease Term: ten years,
  with one 5-year renewal term.

  
	
   

  	
   

  
	
  (i)

  	
  Lease Term Commencement
  Date: The Lease term shall commence on the later of (A) the earlier of (i) 90
  days after the issuance of a certificate of completion by the appropriate
  governmental authority for the building shell, or (ii) the date of issuance
  by the appropriate governmental authority of a certificate of occupancy for
  the interior build-out of the Premises, or (B) 120 days from execution date
  of this Lease.

  
	
   

  	
   

  
	
  (j)

  	
  Base Rent per month
  (excluding sales tax payable thereon):

  
	
   

  	
   

  
	
   

  	
  Lease Year 1 $12,400.00
  per month (ESTIMATED) ($16.00/Rentable
  SF)

  
	
   

  	
   

  
	
   

  	
  Consumer Price Index (CPI)
  percentage increase in each of Lease years 2 through 10 over prior lease year
  for initial term and all renewal terms ‘together with all applicable sales
  taxes thereon. In no event, however, shall the yearly increase be greater
  than five percent (5%) or less than two percent (2%) during the initial term
  or any option years.

  
	
   

  	
   

  
	
  (k)

  	
  Additional Rent: Common
  area utility expenses, real estate taxes and common area expenses as well as
  any and all other amounts set forth in the Lease.

  
	
   

  	
   

  
	
  (1)

  	
  Rent: Base Rent plus
  Additional Rent.

  
	
   

  	
   

  
	
  (m)

  	
  Security Deposit: Two month’s
  Rent.

  
	
   

  	
   

  
	
  (n)

  	
  Permitted Use of Premises:
  Medical offices and other uses permitted by Section 41 of the General
  Provisions.

  
	
   

  	
   

  
	
  (o)

  	
  Tenant’s Proportionate
  Share: Tenant’s Proportionate Share of Common Area Maintenance Costs shall be
  19.65%.  (ESTIMATED) Additional
  Rent for Lease Year 1 is $4.50 per rentable square foot. (ESTIMATED)

  
	
   

  	
   

  
	
  (p)

  	
  Tenant Improvement
  Allowance: $42.00 per usable square foot, of which $3.00 shall be used for
  design fees.

  
	
   

  	
   

  
	
  (q)

  	
  Exclusive: Tenant shall be
  granted an exclusive for radiation oncology in the Project.

  



 

















 


	
  (r)

  	
  Special Construction:
  Tenant acknowledges that the Project is being designed for typical medical
  office suites. Furthermore, the Project will include a single-story addition
  to accommodate Tenant’s use. All costs associated with the design and
  construction of the Premises, inclusive of the single-story addition, over
  and above the Tenant Improvement Allowance, shall be the responsibility of
  Tenant. Landlord consents to Tenant’s use of its own contractor for Tenant
  Work, provided that Tenant’s contractor is duly licensed and insured.

  



 


This Lease Agreement
includes the Specific Provisions, the General Provisions and the Guarantee of
Lease.


 


	
  WITNESS:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st CENTURY ONCOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By: 

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
  Print Name:

  	
  Daniel E. Dosoretz

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
  Date:

  	
  June 8, 2000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WMC Two Partners, Ltd., a
  Florida limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  WMC Two Equity Corp., a Florida
  Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Authorized
  Signatory

  	
   

  	
  By: 

  	
  /s/ William R. Greenfield

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
   

  	
  William R. Greenfield

  
	
   

  	
   

  	
   

  	
  President

  
	
  /s/ Authorized Signatory

  	
   

  	
  Date:

  	
  6/9/00

  
	
  Print Name:

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
						



 

















 


THIS IS WHAT I SHOW THAT I
PAID.


 


	
  11-14-01

  	
   

  	
  35,960.42

  	
   

  	
  SECURITY DEPOSIT

  
	
  12-13-01

  	
   

  	
  10.360.54

  	
   

  	
  RENT DUE 12-16

  
	
  1-15-02

  	
   

  	
  19,364.79

  	
   

  	
  RENT DUE 1-1-02

  
	
  2-5-02

  	
   

  	
  20,782.29

  	
   

  	
  RENT DUE 2-1-02

  
	
  2-26-02

  	
   

  	
  20,073.54

  	
   

  	
  RENT DUE 3-1-02

  
	
  4-1-02

  	
   

  	
  20,073.54

  	
   

  	
  RENT DUE 4-1-02

  
	
  5-2-02

  	
   

  	
  20,073.54

  	
   

  	
  RENT DUE 5-1-02

  
	
  6-6-02

  	
   

  	
  20,073.54

  	
   

  	
  RENT DUE 6-1-02

  
	
   

  	
   

  	
  $

  	
  166,762.20

  	
   

  	
  TOTAL PAID SO FAR

  
						



 

















 


GUARANTEE


 


For value received and in
consideration for and as an inducement to Landlord making the within Lease with
Tenant, the undersigned, on behalf of itself, its successors and assigns,
guarantees to Landlord and Landlord’s successors and assigns the payment by
Tenant of all Rent due and owing by Tenant under the Lease for the Lease term
following the occurrence of an event of default under the Lease in respect of
which default Landlord has provided the Tenant with written notice.
Additionally, the undersigned, on behalf of itself, its successors and assigns,
guarantees to Landlord and Landlord’s successors and assigns, the full
performance and observance of all of the provisions of the Lease to be
performed and observed by Tenant, including the rules and regulations, without
requiring any notice of non-payment, non-performance, or non-observance, or
proof, or demand, whereby to charge the undersigned therefore. The undersigned
agrees that in the event that the undersigned is obligated to pay any amounts
to Landlord pursuant to the terms of this Guarantee, the Landlord may offset
such amount, or any portion thereof, from any amounts which the Landlord may
then or thereafter owe to the undersigned or any entities owned or controlled,
directly or indirectly, by the undersigned. The undersigned expressly agrees
that the validity of this Guarantee and the obligations of the guarantor
hereunder shall not be terminated, affected or impaired by reason of the
assertion by Landlord against Tenant of any of the rights or remedies reserved
to Landlord pursuant to the provisions of the within Lease. The undersigned
further agrees that this Guarantee shall remain and continue in full force and
effect notwithstanding any assignment, renewal, modification, extension or
waiver of this Lease. The laws of the State of Florida shall apply hereto.
Guarantor agrees to venue in the County in which the Project is located and
waives any objection to such venue and any objection to an action or proceeding
in such County. THE UNDERSIGNED KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS GUARANTEE OR THE LEASE. In the event Landlord incurs any
expenses in the enforcement of this Guarantee, whether or not involving
litigation and/or appellate, administrative or bankruptcy proceedings, the
undersigned agrees to be liable for same (including reasonable attorney’s fees
and costs) and to pay same promptly on demand by Landlord.


 


	
  WITNESSES:

  	
   

  	
  GUARANTOR:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Radiation
  Therapy Services, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  /s/ Daniel E. Dorsoretz

  
	
  Authorized Signatory

  	
   

  	
  PRINT
  NAME:

  	
  Daniel
  E. Dorsoretz, M.D.

  
	
   

  	
   

  	
  HOME
  ADDRESS:

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blud.

  
	
   

  	
   

  	
  Fort
  Myers FL 33907

  



 


GP-48

















 


Greenfield Properties Inc 

2300 Glades Road, Suite lOOe 

Boca Raton Fl 33431 

561-392-6662


 


21st Century Oncology, Inc 

Att: Kathy Newkirk 

2234 Colonial Blvd. 

Ft. Myers FL 33907


 


May 15, 2002


 


INVOICE


 




	
  WESTSIDE MEDICAL ARTS

  	
   

  	
  Unit
  #102

  	
   

  	
  Tenant
  # 453

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


	
  Due Date

  	
   

  	
  Amount

  	
   

  	
  Description

  	
   

  
	
  06/01/2002

  	
   

  	
  14258.67

  	
   

  	
  Basic Unit Rent

  	
   

  
	
  06/01/2002

  	
   

  	
  855.52

  	
   

  	
  Sales Taxes

  	
   

  
	
  06/01/2002

  	
   

  	
  4678.63

  	
   

  	
  Common Area Maintenance

  	
   

  
	
  06/01/2002

  	
   

  	
  280.72

  	
   

  	
  Sales Taxes

  	
   

  
	
  Total
  Due

  	
   

  	
  20073.54

  	
   

  	
   

  	
   

  
	
  Total
  Current Due

  	
   

  	
  20073.54

  	
   

  	
   

  	
   

  
	
  Total
  Past Due

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  
	
  Remit
  this Amount

  	
   

  	
  20073.54

  	
   

  	
   

  	
   

  



 


Please
remit payment to WMC TWO Partners, Ltd at the above address.