Exhibit 10.51


 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT

“Nevada”


 


This
Addendum (the “Addendum”) is entered into as of January 1, 1999, by and
among NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INCORPORATED, a Nevada
corporation (“MANAGEMENT SERVICES”) and MICHAEL J. KATIN, M.D., PROF. CORP., a
Nevada professional corporation (the “PC”). This Addendum amends Section 3.1
of the Administrative Services Agreement, dated January 9, 1998, between
the parties (the “Agreement”).


 


From
and after the date hereof, Section 3.1 shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $121,400. The parties agree that the Service
Fee represents the fair market value of the services provided by MANAGEMENT
SERVICES hereunder and that the parties shall meet annually to reevaluate the
value of services provided by MANAGEMENT SERVICES and shall establish the fair
market value thereof for purposes of this Section 3.1.


 


 


	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY

  MANAGEMENT SERVICES, 

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel E. Dosoretz

  
	
   

  	
   

  	
  Daniel
  E. Dosoretz, M.D. 

  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Katin

  
	
   

  	
   

  	
  Michael
  J. Katin, M.D. 

  President

  



 

















 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT

“Nevada”


 


This
Addendum (the “Addendum”) is entered into as of January 1, 2001, by and
among NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INC., a Nevada
corporation (“MANAGEMENT SERVICES”) and MICHAEL J. KATIN, M.D., PROF. CORP., a
Nevada professional corporation (the “PC”). This Addendum amends Section 3.1
of the Administrative Services Agreement dated January 9, 1998 between the
parties (the “Agreement”) and replaces the Addendum of that same Section dated
January 1, 2000.


 


From
and after the date hereof, Section 3.1 shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $266,666.67. The parties agree that the
Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


 


	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY 

  MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Koeninger

  
	
   

  	
   

  	
  David
  Koeninger 

  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Katin

  
	
   

  	
   

  	
  Michael
  J. Katin, M.D. 

  President

  



 

















 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT

“Nevada”


 


This
Addendum (the “Addendum”) is entered into as of January 1, 2002, by and
among NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INC., a Nevada
corporation (“MANAGEMENT SERVICES”) and MICHAEL J. KATIN, M.D., PROF. CORP., a
Nevada professional corporation (the “PC”). This Addendum amends Section 3.1
of the Administrative Services Agreement dated January 9, 1998 between the
parties (the “Agreement”) and replaces the Addendum of that same Section dated
January 1, 2001.


 


From
and after the date hereof, Section 3.1 shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $310,000.00. The parties agree that the
Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


 


	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY 

  MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Koeninger

  
	
   

  	
   

  	
  David
  Koeninger 

  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Katin

  
	
   

  	
   

  	
  Michael
  J. Katin, M.D. 

  President

  



 

















 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT - REVISED


 


This
Revised Addendum (the “Revised Addendum”) is entered into as of January 1,
2004, by and between NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INC., a
Nevada corporation (“MANAGEMENT SERVICES”) and MICHAEL J, KATIN, M.D., PROF.
CORP, a Nevada professional corporation (the “PA”). This Revised Addendum
amends Section 3.1 of the Administrative Services Agreement dated January 1,
2002 between the parties (the “Agreement”) and replaces the Addendum of that
same Section dated January 1, 2003 and replaces the Addendum of that
same Section dated January 1, 2004. From and after the date hereof, Section 3.1
shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $521,516.67. The parties agree that the
Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


	
   

  	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY 

  MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Koeninger

  
	
   

  	
   

  	
   

  	
  David
  Koeninger 

  Vice
  President and CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael J. Katin

  
	
   

  	
   

  	
   

  	
  Michael
  J. Katin, M.D. 

  President

  



 

















 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT

“Nevada”


 


This
Addendum (the “Addendum”) is entered into as of January 1, 2003, by and
among NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INC., a Nevada
corporation (“MANAGEMENT SERVICES”) and MICHAEL J. KATIN, M.D., PROF. CORP., a
Nevada professional corporation (the “PC”), This Addendum amends Section 3.1
of the Administrative Services Agreement dated January 9, 1998 between the
parties (the “Agreement”) and replaces the Addendum of that same Section dated
January 1, 2002.


 


From
and after the date hereof, Section 3.1 shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $315,000.00. The parties agree that the
Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


 


	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY 

  MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Koeninger

  
	
   

  	
   

  	
  David
  Koeninger 

  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Katin

  
	
   

  	
   

  	
  Michael
  J. Katin, M.D. 

  President

  



 

















 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT


 


This
Addendum (the “Addendum”) is entered into as of January 1, 2004, by and
between NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INC., a Nevada
corporation (“MANAGEMENT SERVICES”) and MICHAEL J. KATIN, M.D., PROF. CORP, a
Nevada professional corporation (the “PA”). This Addendum amends Section 3.1
of the Administrative Services Agreement dated January 1, 2002 between the
parties (the “Agreement”) and replaces the Addendum of that same Section dated
January 1, 2003.


 


From
and after the date hereof, Section 3.1 shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $450,000.00. The parties agree that the
Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


 


	
   

  	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY 

  MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Koeninger

  
	
   

  	
   

  	
   

  	
  David
  Koeninger 

  Vice
  President and CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel
  E. Dosoretz, M.D. 

  Vice
  President

  



 

















 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT


 


This
Addendum (the “Addendum”) is entered into effective as of January 1, 2005,
by and between NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INC., a
Nevada corporation (“MANAGEMENT SERVICES”) and MICHAEL J. KATIN, M.D., PROF.
CORP, a Nevada professional corporation (the “PA”). This Addendum amends Section 3.1
of the Administrative Services Agreement dated January 1, 2002 between the
parties (the “Agreement”) to adjust the monthly Service Fee of $521,516.67 paid
in 2004 to a monthly Service Fee of $570,683,33, and replaces the Addendum of
that same Section dated January 1, 2004. From and after the date
hereof, Section 3.1 shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $570,680.33. The parties agree that the
Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


	
   

  	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY 

  MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Koeninger

  
	
   

  	
   

  	
   

  	
  David
  Koeninger 

  Vice
  President and CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael J. Katin

  
	
   

  	
   

  	
   

  	
  Michael
  J. Katin, M.D. 

  President

  



 

















 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT


 


This
Addendum (the “Addendum”) is entered into effective as of January 1, 2006,
by and between NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INC., a
Nevada corporation (“MANAGEMENT SERVICES”) and MICHAEL J. KATIN, M.D., PROF.
CORP, a Nevada professional corporation (the “PA”). This Addendum amends Section 3.1
of the Administrative Services Agreement dated January 1, 2002 between the
parties (the “Agreement”) to adjust the monthly Service Fee of $570,683.33 paid
in 2005 to a monthly Service Fee of $595,683,33, and replaces the Addendum of
that same Section dated January 1, 2005. From and after the date
hereof, Section 3.1 shall read as follows:


 


3.1. Service Fee. For the services to be
provided hereunder by MANAGEMENT SERVICES, the PC shall pay to MANAGEMENT
SERVICES a monthly Service Fee of $595,683.33. The parties agree that the
Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


 


	
   

  	
  Accepted:

  	
  NEVADA
  RADIATION THERAPY 

  MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Koeninger

  
	
   

  	
   

  	
   

  	
  David
  Koeninger 

  Vice
  President and CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Accepted:

  	
  MICHAEL
  J. KATIN, M.D., PROF. CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel
  E, Dosoretz, M.D.

  Vice President

  



 














 


FIRST AMENDMENT TO

ADMINISTRATIVE SERVICES AGREEMENT


 


This
First Amendment to Administrative Services Agreement (the “Amendment”) dated August 1,
2006 (“Amendment Date”) is by and between Nevada Radiation Therapy Management
Services, Inc., a Nevada corporation (“Manager”) and MICHAEL J. KATIN,
M.D., PROF. CORP., a Nevada professional corporation (“PC”). The terms defined
in this Amendment shall have the same meaning set forth in the Administrative
Services Agreement unless otherwise set forth herein.


 


WITNESSETH:


 


WHEREAS, MANAGER and PC are parties
to that certain Administrative Services Agreement entered into as of January 1,
2002 (the “Administrative Services Agreement”);


 


WHEREAS, the parties desire to
amend the Administrative Services Agreement to clarify each party’s obligations
with respect to fees for professional services;


 


NOW, THEREFORE, in consideration of the
mutual promises and covenants herein contained and for other valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
agree as follows:


 


3.1.
Service Fee. In consideration of the services being provided hereunder
by Manager, PC shall pay Manager an amount equal to the collections of PC
attributable to the provision of radiation therapy services provided at the PC’s
facilities in Clark County, Nevada, from and after the Amendment Date (“Facilities
Collections”), after deducting from such Facilities Collections an amount equal
to twenty-five percent (25%) of such Facilities Collections (such percentage
being referred to herein as the “Professional Component”), which Professional
Component shall be retained by PC. The difference between the Facilities
Collections and the total of the Professional Component shall be referred to
herein as the “Service Fee.” Effective August 1, 2006


 


2.                            Except as set
forth herein, the Administrative Services Agreement shall in all respects
continue to be, and shall remain, unaltered and in full force and effect in
accordance with its terms. This Amendment may be signed in one or more counterparts
and by facsimile, all of which shall be considered one and the same agreement.


 


[The remainder of the page is
blank and the signature page follows.]


 

















 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment on the date set forth herein.


 


 


	
  NEVADA RADIATION THERAPY 

  MANAGEMENT SERVICES, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David M. Koeninger

  	
   

  	
   

  	
   

  
	
  Name:

  	
  David
  M. Koeninger

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MICHAEL J. KATIN, M.D., PROF. CORP.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Daniel E. Dosoretz

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Daniel
  E. Dosoretz, M.D.

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  	
   

  



 

















 


ADMINISTRATIVE SERVICES AGREEMENT  

“Nevada”


 


This
Administrative Services Agreement (“Agreement”) is entered into as of January 9,
1998 (“Effective Date”) by and among NEVADA RADIATION THERAPY MANAGEMENT
SERVICES, INC., a Nevada corporation (“MANAGEMENT SERVICES”) and MICHAEL
J. KATIN, M.D., PROF. CORP., a Nevada professional corporation (the “PC”).


 


RECITALS


 


A.                                                The PC is a
Nevada professional corporation that engages in the business of providing or arranging
for the provision of health care services (the “Practice”). The PC has entered
into and throughout the term of this Agreement may (if MANAGEMENT SERVICES does
not do so itself as provided herein) continue to enter into arrangements with
insurers, HMOs and other third-party payors (“Payors”) to provide or arrange
for the provision of health care services to persons covered by those Payors (“Enrollees”).


 


B.                                                  The PC has
entered into written employment agreements with physicians and other health
care providers and health care professionals (“Employed Providers”) licensed to
practice in the State of Nevada. The PC may also enter into independent
contractor agreements with various physicians and other health care providers
and health care professionals (“Contracting Providers”) to assist the PC in
providing or arranging for the provision of health care services to Enrollees
and other patients of the PC (collectively, “Patients”).


 


C.                                                  MANAGEMENT
SERVICES engages in the business of providing certain administrative and
support services concerning the day-to-day affairs of radiation therapy offices
(the “Offices”), both in their startup and established phases, and in providing
space in the Offices, equipment, furnishings, supplies, inventory, personnel
and working capital to Offices and facilities management in connection
therewith.


 


D.                                                 The PC desires
to secure certain administrative services from MANAGEMENT SERVICES in
connection with its operation of the Practice in the Centers, and to lease from
MANAGEMENT SERVICES certain space, equipment, furnishings, supplies and
inventory in connection therewith.


 


E.                                                   The PC and
MANAGEMENT SERVICES desire to enter into a written agreement for the provision
by MANAGEMENT SERVICES, on an exclusive basis, of administrative services to
the PC with respect to the Practice, and for the provision of space,
furnishings, supplies, inventory, non-medical personnel and management services
to the Practice, so as to permit the PC to devote its efforts on a concentrated
and continuous basis to the rendering of medical services to its Patients.


 


NOW,
THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties agree as follows:


 

















 


I. RESPONSIBILITIES OF THE PC


 


1.1.                                         Sole
Responsibility for All Medical and Professional Matters. All medical
and professional matters relating to the provision of radiation therapy or
oncology services at the Offices shall be the sole responsibility of the PC.
The PC shall use and occupy the facilities provided by MANAGEMENT SERVICES
hereunder exclusively for the practice of medicine. The PC expressly
acknowledges that the medical practice or practices conducted at these
facilities shall be conducted solely by Employed Providers and Contracting
Providers.


 


1.2.                                         Employed
Providers and Contracting Providers. The PC shall have complete
control of and responsibility for the hiring, engagement, compensation,
supervision evaluation, and termination of all Employed Providers and
Contracting Providers, including nurses, physician assistants and other
licensed healthcare professionals. With respect to physicians, the PC shall
only employ and contract with licensed physicians meeting applicable
credentialing guidelines established by the PC. The PC shall be responsible for
the payment of salaries and wages, compensation, payroll taxes, employee
benefits, and all other taxes and charges now or hereafter applicable to
Employed Providers and Contracting Providers. Prior to making any changes with
respect to any of the Employed Providers or Contracting Providers, the PC shall
consult with MANAGEMENT SERVICES, although MANAGEMENT SERVICES shall provide
input only and shall not conclude whether an Employed Provider should be hired
or terminated. The PC shall also consult with MANAGEMENT SERVICES with regard
to the terms of contracts entered into between the PC and Employed Providers
and Contracting Providers and the terms and conditions of their employment or
engagement as independent contractors, as applicable.


 


1.3.                                         Fees, Charges
and Payor Agreements. The PC shall, after consultation with MANAGEMENT
SERVICES, determine the fees, charges, premiums, or other amounts due in
connection with its delivery of health care services to Patients. Such fees,
charges, premiums, or other amounts, regardless of whether determined on a
fee-for- service, capitated, prepaid, or other basis, shall be reasonable and
consistent with the fees, charges, premiums and other amounts due to health
care providers for similar services within the community under the type of reimbursement
program involved. MANAGEMENT SERVICES shall provide input relating to the
foregoing but shall not conclude the level of fees, charges, premiums, or other
amounts the PC should establish.


 


1.4.                                         Compliance with
Law. The PC shall require all of its Employed Providers and Contracting
Providers to comply with all laws, regulations, and ethical and professional
standards applicable to the practice of medicine. Employed Providers and
Contracting Providers who are physicians shall at all times be licensed to
practice medicine in the State of Nevada and all other states in which an
Office at which such physician provides patients medical services is located.


 


1.5.                                         Offices; Hours
of Operation; Staffing. The PC shall conduct the Practice from the
current Offices located in Las Vegas, Nevada, at 1176 Vegas Valley Drive and
311 North Buffalo, Suite B, as well as such hospitals and other facilities
as may be agreed upon by MANAGEMENT SERVICES and the PC from time to time.
Changes in or


 


2

















 


additions
to the Offices shall require the consent of both parties which consent shall
not be unreasonably withheld. Any additional or substitute Office shall be
deemed to be part of the Practice for the purposes of this Agreement. The hours
of operation and the medical staffing of the Offices shall be established by
the agreement of the PC and MANAGEMENT SERVICES from time to time hereafter.


 


1.6.                                           Quality
Assurance. The PC shall rigorously monitor utilization and
quality of services provided by Employed Providers and Contracting Providers,
shall develop, maintain and administer quality assurance programs and
performance standards and shall take all steps necessary to remedy any and all
deficiencies in the efficiency or the quality of medical care provided.


 


1.7.                                           Patient
Referrals. The parties agree that the benefits to the PC
hereunder do not require, are not payment for, and are not in any way
contingent upon the admission, referral or any other arrangements for the
provision of any item or service offered by MANAGEMENT SERVICES or any
Affiliate, as defined in Section 8.21 of this Agreement, of MANAGEMENT
SERVICES to any of the PC’s Patients in any facility or laboratory controlled,
managed or operated by MANAGEMENT SERVICES or any Affiliate of MANAGEMENT
SERVICES.


 


1.8.                                           Professional
Dues and Education Expenses. The PC and its Employed
Providers and Contracting Providers shall be solely responsible for the cost of
membership in professional associations, and continuing professional education.
The PC shall ensure that each of its Employed Providers and Contracting
Providers participates in such continuing medical education as is necessary for
such provider to remain current with professional licensure and community
standards.


 


1.9.                                           Professional
Insurance Eligibility. The PC shall cooperate with MANAGEMENT
SERVICES in the obtaining and retaining of professional liability insurance by
assuring that either its Employed Providers and Contracting Providers are
insurable or instituting proceedings to terminate any Employed Provider of
Contracting Provider who is not insurable or loses his or her insurance
eligibility. Termination shall be effective no more than thirty (30) days from
such determination. The PC shall require all Employed Providers and Contracting
Providers to participate in an on-going risk management program.


 


1.10.                                     Fees for
Professional Services. MANAGEMENT SERVICES shall be solely
responsible for legal, accounting and other professional services incurred by
the PC in operating the Practice absent a violation by the PC of any provisions
of this Agreement.


 


II. RESPONSIBILITIES OF MANAGEMENT SERVICES


 


2.1.                                           General
Responsibility. MANAGEMENT SERVICES shall have general
responsibility for providing fiscal services, administrative services, and
other strategic and tactical support services to the PC with respect to the
Practice, except as otherwise provided in this Agreement. MANAGEMENT SERVICES
shall perform all required functions in accordance with sound management
techniques. Notwithstanding


 


3

















 


MANAGEMENT
SERVICES’ general and specific rights and responsibilities set forth in this
Agreement, the PC shall have full authority and control with respect to all
medical, professional and ethical determinations over the PC’s Practice to the
extent required by federal, state and local laws, rules and regulations.
MANAGEMENT SERVICES shall not engage in activities which constitute the
practice of medicine under applicable laws. MANAGEMENT SERVICES shall neither
exercise control over nor interfere with the physician-patient relationship,
which shall be maintained strictly between the physicians employed by or
contracting with the PC and the PC’s Patients.


 


2.2.                                           Responsibilities
with Regard to Selected Patient- Related Matters.


 


(a)                                  Patient
Relations, Scheduling, Etc. MANAGEMENT SERVICES shall
assist the PC in maintaining positive Patient relations by, among other things,
in conjunction with and at the direction of the PC: scheduling Patient appointments;
responding to Patient grievances and complaints in matters other than medical
evaluation, diagnosis, and treatment; and establishing and maintaining in the
PC’s name and on its behalf Patient transfer arrangements to expedite referrals
where medically necessary, as determined and requested by the attending
physician.


 


(b)                                 Recordkeeping. MANAGEMENT
SERVICES shall assist the PC in maintaining Patient medical records in
accordance with applicable laws concerning their confidentiality and retention,
and promptly making such records available to the PC’s Employed Providers,
Contracting Providers and other appropriate recipients. Notwithstanding the
foregoing sentence, Patient medical records shall be and shall remain the
property of the PC, and the content thereof shall be solely the responsibility
of the PC.


 


(c)                                  Quality
Assurance.


 


(i)                                     In General. MANAGEMENT
SERVICES shall assist the PC, in accordance with criteria established by the
PC, in the development and implementation of appropriate quality assurance
programs, including development of performance and utilization standards,
sampling techniques for case review, and preparation of appropriately
documented studies. Notwithstanding the foregoing, MANAGEMENT SERVICES shall
not perform any duties that constitute the corporate practice of medicine in
Nevada and all other states in which a Office at which the PC provides patient
medical services is located.


 


(ii)                                  Periodic
Independent Review. On behalf of the PC, MANAGEMENT SERVICES may
periodically perform quality assurance and utilization reviews through nurses
employed by it; provided, however, that MANAGEMENT SERVICES shall not
engage in activities which constitute the practice of medicine under applicable
law. Alternatively, MANAGEMENT SERVICES may periodically arrange for an
independent quality assurance and utilization review to be performed by persons
who are unrelated to the PC or MANAGEMENT SERVICES, or to any Affiliate of the
PC or MANAGEMENT SERVICES, which has expertise in such areas, and which has
been approved in advance by the PC. Such review shall include a random sampling
of medical records (consistent with laws regarding the confidentiality of
medical records), an analysis


 


4

















 


of
the PC’s quality assurance utilization review procedures, and an analysis of
the appropriateness of costs associated with operating the PC’s medical
practice at the Practice.


 


2.3.                                           Responsibilities
with Regard to Selected Financial Matters.


 


(a)                                  Billing. MANAGEMENT SERVICES
shall submit on a timely basis all bills and necessary documentation required
by Patients and Payors in order to obtain payment in connection with the PC’s
delivery of health care services at the Practice or its arrangement for the
delivery of such services. In seeking such payment, MANAGEMENT SERVICES shall
act as the PC’s exclusive agent in billing and collecting professional fees,
charges and other amounts owed to the PC. In this connection, the PC hereby
appoints MANAGEMENT SERVICES, during the term of this Agreement, as the PC’s
true and lawful attorney-in-fact, with power of substitution, for the following
purposes relating to the Practice:


 


(i)                                     To bill the PC’s
Patients on the PC’s behalf.


 


(ii)                                  To collect
accounts receivable generated by such billings on the PC’s behalf, including,
where deemed appropriate by MANAGEMENT SERVICES and approved in advance by the
PC, settling and compromising claims, assigning such accounts receivable to a
collection agency or the bringing of legal action against a Patient or Payor on
the PC’s behalf.


 


(iii)                               To receive
payments on behalf of the PC from Patients and Payors, to cause such payments
to be deposited into appropriate depository accounts (each such depository
account, a “Collections Account”) and to write checks against or otherwise
withdraw such payments to pay the PC Expenses (as hereinafter defined).


 


(b)                                 Accounting. MANAGEMENT
SERVICES shall direct and maintain the operation of an appropriate accounting
system with respect to the PC’s operation of the Practice which shall perform
all bookkeeping and accounting services required for the operation of the
Practice, including the maintenance, custody and supervision of business
records, ledgers and reports; the establishment, administration and implementation
of accounting procedures, controls and systems. Such accounting system shall
allow MANAGEMENT SERVICES to prepare the reports specified in Section 2.3
(c).


 


(c)                                  Reporting. MANAGEMENT
SERVICES shall present to the PC reports on the financial condition of the PC
on the basis set forth below in clauses (i) and (ii) and such other
reports that the PC may reasonably request, including daily activity reports,
weekly analyses, alternative delivery system reports, backlog reports and the
like. MANAGEMENT SERVICES also shall provide such reports as may be required by
any regulatory agency having jurisdiction over the operations of the PC.


 


The
reports initially required to be delivered to the PC under this Section 2.3(c) with
respect to the Practice are as follows:


 


5

















 


(i)                                     As soon as
possible after the close of each month, a balance sheet and a related statement
of revenues and expenses showing the results of the PC’s operations for the
preceding month of the fiscal year and the year to date.


 


(ii)                                  As soon as
possible after the close of each fiscal year, a balance sheet and related
statement of revenues and expenses showing the results of the PC’s operations
during that fiscal year.


 


2.4.
                                        Responsibilities
with Respect to Facilities Management.


 


(a)                                  Office
Management Services. MANAGEMENT SERVICES shall provide, supervise and
direct the development of appropriate and efficient office management services
with respect to the PC’s operation of the Practice.


 


(b)                                 Offices. MANAGEMENT
SERVICES shall provide, manage and maintain the real property comprising the
Offices and reasonable improvements during the term of this Agreement. In
consultation with the PC, MANAGEMENT SERVICES shall oversee all management,
maintenance and other decisions pertaining to the Offices consistent with the
terms of this Agreement. MANAGEMENT SERVICES shall maintain the Offices in good
condition and repair, reasonable wear and tear excepted. MANAGEMENT SERVICES
shall provide such additional and/or replacement facilities as the PC and
MANAGEMENT SERVICES agree, from time to time. MANAGEMENT SERVICES shall provide
the PC with all utilities (including water, gas and electricity), heat, air
conditioning, telephone, janitorial services and disposal services (including
the disposal of medical wastes) required in connection with the operation of
the Centers.


 


(c)                                  Use of Assets.


 


(i)                                     MANAGEMENT
SERVICES shall lease or purchase and, when necessary, replace equipment and
furnishings needed for the delivery of health care services by the PC at the
Offices and for the delivery of services provided by MANAGEMENT SERVICES
pursuant to this Agreement. MANAGEMENT SERVICES shall consult with the PC with
respect to the suppliers, prices and specifications of such equipment and
furnishings. MANAGEMENT SERVICES shall use its best efforts to keep and
maintain the equipment and furnishings used by the PC at the Offices in good
working order and condition.


 


(ii)                                  All assets
provided or purchased under this Agreement by MANAGEMENT SERVICES, including
any management information systems, shall remain the property of MANAGEMENT
SERVICES and the PC shall have the right to use such assets only during the
term of this Agreement.


 


(iii)                               Nothing in this
Agreement shall be construed to affect or limit in any way the professional
discretion of the PC to select and use equipment, furnishings, inventory and
supplies purchased by MANAGEMENT SERVICES in accordance with the terms of this
Agreement insofar as such selection or use constitutes or might constitute the
practice of medicine.


 


6

















 


(d)                                 Supplies and
Inventory. MANAGEMENT SERVICES shall provide and replenish,
as necessary and as may be permitted by applicable law, the inventory and
supplies needed for the delivery of medical services by the PC, and for the
delivery of services by MANAGEMENT SERVICES pursuant to this Agreement.
MANAGEMENT SERVICES shall consult with the PC with respect to the suppliers,
prices and specifications of such inventory and supplies.


 


(e)                                  No Warranties. THE PC
ACKNOWLEDGES THAT MANAGEMENT SERVICES MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, AS TO THE SUITABILITY OR ADEQUACY OF ANY FACILITIES,
EQUIPMENT, FURNISHINGS, INVENTORY OR SUPPLIES PROVIDED PURSUANT TO THIS
AGREEMENT FOR THE CONDUCT OF A MEDICAL PRACTICE OR FOR ANY OTHER PARTICULAR
PURPOSE.


 


2.5.                                           Other
Responsibilities.


 


(a)                                  Public
Relations. MANAGEMENT SERVICES shall provide services
reasonably necessary for enhancing public relations for the PC’s health care
services and shall submit any public relations programs for prior review and
revision, if necessary, and approval by the PC. Such public relations shall
comply with applicable laws and regulations governing the use of promotional
activities by the medical profession and with applicable standards of medical
ethics.


 


(b)                                 Insurance.


 


(i)                                     Property and
Liability Insurance. MANAGEMENT SERVICES shall obtain and maintain
during the term of this Agreement, if available on commercially reasonable
terms, (a) property damage insurance protecting the Practice premises and
the personal property located therein against such hazards and in such amounts
as MANAGEMENT SERVICES determines are reasonably prudent; and (b) general
liability insurance in such amounts as MANAGEMENT SERVICES determines are
reasonably prudent.


 


(ii)                                  General
Liability Insurance. The PC shall obtain and maintain during the term
of this Agreement general liability insurance in such amounts as the PC
determines are reasonably prudent. The PC shall name MANAGEMENT SERVICES as an
additional insured on such policies.


 


(iii)                               Malpractice
Insurance. It is understood that the PC and its Employed
Providers shall, at the PC’s cost, at all times be covered by malpractice
insurance with coverage in usual and customary amounts for practitioners of the
same profession and specialties in Nevada and, if applicable, other states. The
PC shall ensure that its written agreements with Contracting Providers who are
physicians require such Contracting Providers to at all times be covered by
malpractice insurance in amounts that are usual and customary for practitioners
of the same profession and specialty in Nevada and, if applicable, other
states. Such malpractice policies shall name MANAGEMENT SERVICES as an additional
insured.


 


7

















 


(iv)                              Copies of
Insurance Policies. MANAGEMENT SERVICES or the PC shall, upon request
by the PC or MANAGEMENT SERVICES, as the case may be, promptly provide the PC
or MANAGEMENT SERVICES, as the case may be, with copies of all policies of
insurance that it procures under this Agreement. Each such policy shall provide
that it cannot be modified or terminated except after thirty (30) days written
notice to MANAGEMENT SERVICES.


 


(c)                                  Personnel. MANAGEMENT
SERVICES shall furnish the services of all personnel other than physicians,
nurses, physician assistants or other licensed healthcare professionals
required for the operation of the Practice. Except as specifically provided in
this Section 2.5(c), MANAGEMENT SERVICES has the power to recruit,
hire, train, promote, assign, set the compensation level for, and discharge all
personnel other than physicians, nurses, physician assistants or other licensed
healthcare professionals. Any personnel employed by MANAGEMENT SERVICES who
perform patient care services shall perform such services under the exclusive
direction, supervision and control of the PC, while all other services of
MANAGEMENT SERVICES personnel shall be performed under the exclusive direction,
supervision and control of MANAGEMENT SERVICES. If the PC is dissatisfied with
the services of any personnel employed by MANAGEMENT SERVICES, the PC shall
consult with MANAGEMENT SERVICES. MANAGEMENT SERVICES shall in good faith
determine whether the performance of that employee could be brought to
acceptable levels through counsel and assistance, or whether, if requested by
the PC (provided that such employee is not an officer or senior manager of
MANAGEMENT SERVICES), such employee should be removed from providing services
for the PC. Employee assignments shall be made with the intention of assuring
consistent and continued rendering of quality services and to ensure prompt
availability and accessibility of personnel to physicians in order to develop constant,
familiar and routine working relationships between the Employed Providers,
Contracting Providers and MANAGEMENT SERVICES personnel.


 


(d)                                 Employed
Providers. MANAGEMENT SERVICES shall assist the PC in the
administration of any employee benefit plans established by the PC in
compliance with the provisions of Section 1.10 hereof.


 


(e)                                  Managed Care
Agreements. MANAGEMENT SERVICES shall negotiate and administer
all managed care agreements on behalf of the PC and shall consult with the PC
on all professional and clinical matters relating thereto.


 


III. FINANCIAL ARRANGEMENTS


 


3.1.                                           Service Fee. For the
services to be provided hereunder by MANAGEMENT SERVICES, the PC shall pay to
MANAGEMENT SERVICES a monthly Service Fee of $21,000. The parties agree that
the Service Fee represents the fair market value of the services provided by
MANAGEMENT SERVICES hereunder and that the parties shall meet annually to
reevaluate the value of services provided by MANAGEMENT SERVICES and shall
establish the fair market value thereof for purposes of this Section 3.1.


 


8














 


3.2.                              Security
Agreement; the PC Expenses. To secure the PC’s payment
obligations hereunder, the PC is concurrently herewith entering into a security
agreement, in form acceptable to MANAGEMENT SERVICES, to grant to MANAGEMENT
SERVICES a security interest in the accounts receivable of the PC and all of
the PC’s rights to receive payments under managed care contracts. The PC shall
cooperate with MANAGEMENT SERVICES and execute all reasonably necessary
documents in connection with the granting of such security interest.


 


All
payments on behalf of the PC from Patients and Payors shall be deposited into
one or more Collection Accounts. To the extent the PC receives any such
payments, the PC shall direct such payments to MANAGEMENT SERVICES for deposit
in one or more Collection Accounts.


 


3.3.                              Arbitration. Any
controversy or claim arising out of or relating to this Agreement or the
transactions contemplated hereby, including any controversy or claim arising
out of or relating to the parties’ decision to enter into this Agreement or the
transactions contemplated hereby, shall be settled by binding arbitration. Each
party shall select an arbitrator who has at least three (3) years
experience in health care or medical practice management or in health care or
medical practice dispute resolution. The arbitration proceedings shall be
confidential and the arbitrators may issue appropriate protective orders to
safeguard each party’s confidential information. Such protective orders shall
be enforceable by any court of competent jurisdiction. Except as specifically
provided in this section, the arbitration shall be conducted in accordance with
the rules of conciliation and arbitration of the American Arbitration
Association. The two arbitrators shall agree upon any issue no later than
thirty (30) days after the date the second arbitrator has been engaged, and
shall take into account the principles and objectives set forth in paragraph (b) below.
If the two arbitrators cannot agree on a determination, then within five (5) days
thereafter the two arbitrators shall select a third arbitrator, who shall have
the same qualifications required for the first two arbitrators. No later than
thirty (30) days after the date the third arbitrator is engaged, he or she
shall determine which of the two positions best satisfies the provisions of the
contract and the intent of the parties, taking into account the principles and
objectives set forth in paragraph (b) below. The third arbitrator shall
have no right to propose a middle ground between the two or to make any
modification of the proposals of either party. The third arbitrator’s
determination shall be final and binding on all parties. The cost and expense
of the third arbitrator shall be shared equally between the parties. If either
party fails to engage an arbitrator as required hereunder, the arbitrator
selected by the other party shall conduct the arbitration and make the final
decision in accordance with this Section 3.4.


 


(b)                                 The arbitration
shall be conducted at the offices of MANAGEMENT SERVICES or such other mutually
acceptable site. In conducting the arbitration, the arbitrator(s) shall
consider the following principles and objectives of the parties in entering
into this Agreement:


 


(i)                                     The parties
contemplate that the PC shall pay MANAGEMENT SERVICES a flat fee for the fair
market value of MANAGEMENT SERVICES’ hereunder.


 


9

















 


(ii)                                  The parties
agree that MANAGEMENT SERVICES shall in no way provide medical services to
Patients.


 


(iii)                               The parties
contemplate an expansion of the Practice by acquisition or purchase of other
Offices and by expansion of the variety of specialty medical services provided
and/or ancillary services provided.


 


IV. REPRESENTATIONS AND WARRANTIES; COVENANTS


 


4.1.                              Representations
and Warranties and Covenants of the PC.


 


(a)                                  The PC hereby
represents and warrants to MANAGEMENT SERVICES as follows:


 


(i)                                     The PC is and
shall remain during the term of this Agreement a professional corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada, actively engaged in the practice of medicine, and possessing full
corporate power and authority to own its properties and to conduct the business
in which it engages.


 


(ii)                                  The PC has full
corporate power and authority to execute and deliver this Agreement and to
engage in the transactions and obligations contemplated by this Agreement. Upon
its execution, this Agreement shall constitute a valid and binding obligation
of the PC, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, moratorium, or other similar laws affecting
generally the rights of creditors and by principles of equity. The party
executing this Agreement on behalf of the PC is duly authorized to do so.


 


(iii)                               The
consummation of the transactions contemplated by this Agreement will not:
result in a breach of the terms, provisions, or conditions of or constitute a
default under the Articles of Incorporation, By-Laws or other enabling or governing
instruments of the PC or any agreement to which the PC is a party or by which
it is bound; or, to the best knowledge of the PC, constitute a violation of any
applicable law or regulation.


 


(b)                                 The PC hereby
covenants to MANAGEMENT SERVICES that it shall not, without the prior written
consent of MANAGEMENT SERVICES, take any action to terminate or nullify, or
release any Employed Provider from, the terms of any noncompetition covenant
set forth in any employment agreement between the PC and such Employed
Provider.


 


4.2.                              Covenants and
Warranties of MANAGEMENT SERVICES. MANAGEMENT SERVICES hereby
represents and warrants to the PC as follows:


 


(a)                                  MANAGEMENT
SERVICES is and shall remain during the term of this Agreement a corporation
which is duly organized, validly existing and in good


 


10

















 


standing
under the laws of the State of Nevada, possessing full corporate power and
authority to own its properties and to conduct the business in which it
engages.


 


(b)                                 MANAGEMENT
SERVICES has full corporate power and authority to execute and deliver this
Agreement and to engage in the transactions and obligations contemplated by
this Agreement. Upon its execution, this Agreement shall constitute a valid and
binding obligation of MANAGEMENT SERVICES, enforceable in accordance with its
terms, except as limited by applicable bankruptcy, insolvency, moratorium, or
other similar laws affecting generally the rights of creditors and by
principles of equity. The party executing this Agreement on behalf of
MANAGEMENT SERVICES is duly authorized to do so.


 


(c)                                  The
consummation of the transactions contemplated by this Agreement will not:
result in any breach of the terms, provisions or conditions of or constitute a
default under the Certificate of Incorporation, Bylaws or other enabling or
governing instruments of MANAGEMENT SERVICES or any agreement to which
MANAGEMENT SERVICES is a party or by which it is bound; or, to the best
knowledge of MANAGEMENT SERVICES, constitute a violation of any applicable law
or regulation.


 


V. TERM AND TERMINATION


 


5.1                                 Initial and
Renewal Term. The term of this Agreement will be for an initial
period of twenty-five (25) years after the Effective Date, and shall be
automatically renewed for successive five (5) year periods thereafter
(collectively, the “Term”), provided that neither MANAGEMENT SERVICES nor the
PC shall have given notice of termination of this Agreement at least one
hundred twenty (120) days before the end of the initial term or any renewal
term, or unless otherwise terminated as provided in Section 5.2 of this
Agreement.


 


5.2                                 Termination.


 


(a)                                  Termination by
the PC. The PC may immediately terminate this Agreement at its discretion,
upon written notice as follows:


 


(i)                                     If MANAGEMENT
SERVICES becomes insolvent by reason of its inability to pay its debts as they
mature; is adjudicated bankrupt or insolvent; files a petition in bankruptcy,
reorganization or similar proceeding under the bankruptcy laws of the United
States or shall have such a petition filed against it which is not discharged
within thirty (30) days; has a receiver or other custodian, permanent or
temporary, appointed for its business, assets or property; makes a general
assignment for the benefit of creditors; has its bank accounts, property or
accounts attached; has execution levied against its business or property; or
voluntarily dissolved or liquidates or has a petition filed for corporate
dissolution and such petition is not dismissed within thirty (30) days;


 


(ii)                                  If the MANAGEMENT
SERVICES fails to comply with any material provision of this Agreement, or any
other agreement with the PC, and does not


 


11

















 


correct
such failure within sixty (60) days after written notice of such failure to
comply is delivered by the PC specifying the nature of the breach in reasonable
detail.


 


(b)                                 Termination by
MANAGEMENT SERVICES. MANAGEMENT SERVICES may immediately terminate this
Agreement at its discretion, upon written notice as follows:


 


(i)                                     If the PC
becomes insolvent by reason of its inability to pay its debts as they mature;
is adjudicated bankrupt or insolvent; files a petition in bankruptcy,
reorganization or similar proceeding under the bankruptcy laws of the United
States or shall have such a petition filed against it which is not discharged
within thirty (30) days; has a receiver or other custodian, permanent or
temporary, appointed for its business, assets or property; makes a general
assignment for the benefit of creditors; has its bank accounts, property or
accounts attached; has execution levied against its business or property; or
voluntarily dissolves or liquidates or has a petition filed for corporate
dissolution and such petition is not dismissed within thirty (30) days; or


 


(ii)                                  If the PC fails
to comply with any material provision of this Agreement with MANAGEMENT
SERVICES, and does not correct such failure within sixty (60) days after
written notice of such failure to comply is delivered by MANAGEMENT SERVICES
specifying the nature of the breach in reasonable detail.


 


(c)                                  Termination by
Agreement. In the event the PC and MANAGEMENT SERVICES shall
mutually agree in writing, this Agreement may be terminated on the date
specified in such written agreement.


 


(d)                                 Legislative,
Regulatory or Administrative Change. In the event there shall
be a change in the Medicare or Medicaid statutes, federal statutes, state
statutes, case laws, administrative interpretations, regulations or general
instructions, the adoption of new federal or state legislation, or a change in
any third-party reimbursement system, any of which are reasonably likely to
materially and adversely affect the manner in which either party may perform or
be compensated for its services under this Agreement or which shall make this
Agreement or any related agreements unlawful or unenforceable, or which would
be reasonably likely to subject either party to this Agreement, or any member,
shareholder, officer, director, employee, agent or affiliated organization to
any civil or criminal penalties or administrative sanctions, the parties shall
immediately use their best efforts to enter into a new service arrangement or
basis for compensation for the services furnished pursuant to this Agreement
that complies with the law, regulation, or policy, or which minimizes the
possibility of such penalties, sanctions or unenforceability, and that
approximates as closely as possible the economic position of the parties prior
to the change. If the parties are unable to reach a new agreement within a
reasonable time, then either party may submit the issue to arbitration pursuant
to Section 3.3 for the purpose of reaching an alternative arrangement that
is equitable under the circumstances.


 


5.3                                 Effects of
Termination. Upon termination of this Agreement, as provided in
this Article V, neither party shall have any further obligations hereunder


 


12

















 


except
for (i) obligations accruing prior to the date of termination, including,
without limitation, payment of the Service Fee relating to services provided
prior to the termination of this Agreement, (ii) obligations, promises, or
covenants set forth herein that are expressly made to extend beyond the Term,
including, without limitation, insurance, indemnities and non-competition
provisions, which provisions shall survive the expiration or termination of
this Agreement. In effectuating the provisions of this Section 5.3, the PC
specifically acknowledges and agrees that if this Agreement terminates pursuant
to Sections 5.2(b) or (d), MANAGEMENT SERVICES shall continue for a period
not to exceed ninety (90) days to collect and receive on behalf of the PC on an
exclusive basis all cash collections from accounts receivable in existence at
the time this Agreement is terminated, it being understood that (a) such
cash collections may be used to compensate MANAGEMENT SERVICES for services
rendered prior to the termination of this Agreement, (b) MANAGEMENT
SERVICES shall not be entitled to collect accounts receivable after the
termination date of this Agreement is terminated pursuant to Section 5.2(a),
and (c) the MANAGEMENT SERVICES shall deduct for such cash collections any
other amounts owed to MANAGEMENT SERVICES under this Agreement, including,
without limitation, any reasonable costs incurred by MANAGEMENT SERVICES in
carrying out the post-termination procedures and transactions contemplated
herein. MANAGEMENT SERVICES shall remit remaining amounts from such collection
activities, if any, to the PC. Upon the expiration or termination of this
Agreement for any reason or cause whatsoever, MANAGEMENT SERVICES shall
surrender to the PC all books and records pertaining to the PC’s Patient
medical records and PC Records (as defined in Section 7.2).


 


VI. RESTRICTIVE COVENANTS


 


6.1.                              Covenant
Regarding Proprietary Information. In the course of the
relationship created pursuant to this Agreement, the PC will have access to
certain methods, trade secrets, processes, ideas, systems, procedures,
inventions, discoveries, concepts, software in various stages of development,
designs, drawings, specifications, models, data, documents, diagrams, flow
charts, research, economic and financial analysis, developments, procedures,
know-how, policy manuals, financial data, form contracts, marketing ad other
techniques, plans, materials, forms, copyrightable materials and trade
information regarding the operations of MANAGEMENT SERVICES and/or of its
Affiliates (collectively, the “Protected Parties”). The foregoing, together
with the existence and terms of this Agreement, are referred to in this
Agreement as “Proprietary Information”. The PC shall maintain all such
Proprietary Information in strict secrecy and shall not divulge such
information to any third parties, except as may be necessary for the discharge
of its obligations under this Agreement. The PC shall take all necessary and
proper precautions against disclosure of any Proprietary Information to
unauthorized persons by any of its officers, directors, employees or agents.
All officers, directors, employees and agents of the PC who will have access to
all or any part of the Proprietary Information may be required to execute an
agreement, at the reasonable request of MANAGEMENT SERVICES, valid under the
law of the jurisdiction in which such agreement is executed, and in a form
acceptable to MANAGEMENT SERVICES and its counsel, committing themselves to
maintain the Proprietary Information in strict confidence and not to disclose
it to any unauthorized person or entity. The Protected Parties not party to
this Agreement are hereby specifically made third party beneficiaries


 


13

















 


of
this Section 6.1, with the power to enforce the provisions hereof. Upon
termination of this Agreement for any reason, the PC and each of its Employed
Providers and Contracting Providers shall cease all use of any of the
Proprietary Information and, at the request of MANAGEMENT SERVICES, shall
execute such documents as may be necessary to evidence the PC’s abandonment of
any claim thereto. The parties recognize that a breach of this Section 6.1
cannot be adequately compensated in money damages and therefore agree that
injunctive relief shall be available to the Protected Parties as their
respective interests may appear.


 


The
obligations of the PC under this Section 6.1 shall not apply to
information: (i) which is a matter of public knowledge on or becomes a
matter of public knowledge after the Effective Date of this Agreement, other
than as a breach of the confidentiality terms of this Agreement or as a breach
of the confidentiality terms of any other agreement between the PC and
MANAGEMENT SERVICES or its Affiliates; or (ii) was lawfully obtained by
the PC on a nonconfidential basis other than in the course of performance under
this Agreement and from some entity other than MANAGEMENT SERVICES or its
Affiliates or from some person other than one employed or engaged by MANAGEMENT
SERVICES or its Affiliates, which entity or person has no obligation of
confidentiality to MANAGEMENT SERVICES or its Affiliates.


 


6.2.                              Covenants Not
to Compete During the Term. The parties recognize that
the services to be provided by MANAGEMENT SERVICES shall be feasible only if
the PC operates an active medical practice to which the PC and Employed
Providers devote full time and attention. To that end:


 


(a)                                  Restrictive
Covenants by the PC. During the term of this Agreement, the PC shall
not establish, operate or provide physician or other health care services at
any medical office, clinic or other health care facility providing services
substantially similar to those provided by the PC pursuant to this Agreement
anywhere other than at the Offices and as may be approved in writing by
MANAGEMENT SERVICES. The PC shall also not enter into any management or
administrative services agreement or arrangement with any person or entity
other than MANAGEMENT SERVICES without MANAGEMENT SERVICES’ prior written
approval.


 


(b)                                 Restrictive
Covenants by Employed Providers. All employment contracts
between the PC and its Employed Providers shall name MANAGEMENT SERVICES as a
third-party beneficiary to the contract and shall not be revised without the
prior written consent of MANAGEMENT SERVICES. The contracts shall include
noncompetition agreements with its Employed Providers who are physicians, the
substance and form of which is set forth as Exhibit A hereto, and
which the PC will enforce.


 


6.3.                              Covenant Not to
Compete Following Termination. For three (3) years
following the termination of this Agreement by MANAGEMENT SERVICES pursuant to Section 5.2,
the PC shall not enter into any management or administrative services agreement
or any similar arrangement with any person or entity for the provision of the
same or similar services as MANAGEMENT SERVICES provides to the PC under this
Agreement.


 


14

















 


6.4.                              Covenant Not to
Solicit. During the term of this Agreement and for three (3) years
following the termination of this Agreement, the PC shall not:


 


(a)                                  Directly or
indirectly solicit, recruit or hire, or induce any party to solicit, recruit or
hire any person who is an employee of, or who has entered into an independent
contractor arrangement with, MANAGEMENT SERVICES or any Affiliate of MANAGEMENT
SERVICES (excluding any person who performs patient services);


 


(b)                                 Directly or
indirectly, whether for itself or for any other person or entity, call upon,
solicit, divert or take away, or attempt to solicit, call upon, divert or take
away any of MANAGEMENT SERVICES’ customers, business, or clients; or


 


(c)                                  Disrupt,
damage, impair or interfere with the business of MANAGEMENT SERVICES.


 


6.5.                              Enforcement. MANAGEMENT
SERVICES and the PC acknowledge and agree that since a remedy at law for any
breach or attempted breach of the provisions of this Article VI or of Article VII
shall be inadequate, either party shall be entitled to specific performance and
injunctive or other equitable relief in case of any such breach or attempted
breach, in addition to whatever other remedies may exist by law. All parties
hereto also waive any requirement for the securing or posting of any bond in
connection with the obtaining of any such injunctive or other equitable relief.
If any provision of Article VI or Article VII relating to the
restrictive period, scope of activity restricted and/or other provisions
described therein shall be declared by a court of competent jurisdiction to
exceed the maximum time period, scope of activity restricted or geographical
area such court deems reasonable and enforceable under applicable law, the time
period, scope of activity restricted and/or area of restriction held reasonable
and enforceable by the court shall thereafter be the restrictive period, scope
of activity restricted and/or the territory applicable to the restrictive
covenant provisions in this Article VI or Article VII. The invalidity
or non-enforceability of this Article VI or Article VII in any
respect shall not affect the validity or enforceability of the remainder of
this Article VI or Article VII or of any other provisions of this
Agreement.


 


VII. INFORMATION AND RECORDS


 


7.1.                              Ownership of
Records. At all times during and after the term of this Agreement, including
any extensions or renewals hereof, all business records, including but not
limited to, business agreements, books of account, general administrative
records and all information generated under or contained in the management
information system pertaining to MANAGEMENT SERVICES’ obligations hereunder,
and other business information of any kind or nature, except for Patient
medical records and the PC’s Records (as defined in Section 7.2), shall be
and remain the sole property of MANAGEMENT SERVICES; provided that after
termination of this Agreement the PC shall be entitled to reasonable access to
such records and information, including the right to obtain copies thereof, for
any purpose related to patient care or the defense of any claim relating to
patient care or the business of MANAGEMENT SERVICES or the PC.


 


15

















 


7.2.                              The PC’s
Business and Financial Records. At all times during and
after the term of this Agreement, the financial, corporate and personnel
records and information relating exclusively to the business and activities of
the PC, as distinguished from the business and activity of MANAGEMENT SERVICES,
hereinafter referred to as “the PC’s Records,” shall be and remain the sole
property of the PC.


 


7.3.                              Access to
Records. Each party shall be entitled, upon request and with reasonable
advance notice, to obtain access to all records of the other party directly
related to the performance of such party’s obligations pursuant to this
Agreement; provided, however, that such right shall not allow for access to
records that must necessarily be kept confidential. Either party, at its
expense, shall have the right to make copies of any records to which it has
access pursuant to this Section.


 


7.4.                              Confidentiality
of Records. MANAGEMENT SERVICES and the PC shall adopt
procedures for maintaining the confidentiality of the records relating to the
operations of MANAGEMENT SERVICES and the PC which do not constitute
Proprietary Information, which information is not otherwise available to third
parties publicly or by law, and shall comply with all applicable federal and
state statutes and regulations relating to such records. Patient medical
records and other privileged Patient information shall not be disclosed or
utilized by the PC or MANAGEMENT SERVICES or their agents or employees except
as required or permitted by applicable laws and regulations.


 


VIII. MISCELLANEOUS


 


8.1.                              Independent
Contractor Status of Parties. In the performance of the
work, duties and obligations under this Agreement, it is mutually understood
and agreed that each party is at all times acting and performing as an
independent contractor with respect to the other and that no relationship of
partnership joint venture or employment is created by this Agreement. Neither
party, nor any other person performing services on behalf of such party pursuant
to this Agreement, shall have any right or claim against the other party for
Social Security benefits, workers’ compensation benefits, disability benefits,
unemployment insurance benefits, health benefits, vacation pay, sick leave or
any other employee benefits of any kind.


 


8.2.                              No Waiver. The waiver by
any party to this Agreement of any breach of any term or condition of this
Agreement shall not constitute a waiver of subsequent breaches. No waiver by
any party of any provision of this Agreement shall be deemed to constitute a
waiver of any other provision.


 


8.3.                              Notices. If, at any
time after the execution of this Agreement, it shall become necessary or
convenient for one of the parties to serve any notice, demand or communication
upon the other party, such notice, demand, or communication shall be in writing
and shall be served personally, by nationally recognized overnight courier
which provides confirmation of delivery, or by depositing the same in the
United States mail, registered or certified, return receipt requested, postage
prepaid and to such address as either party may have furnished to the other
party in writing as the place for the service of notice. Any notice so mailed
shall be deemed to have been given three (3) days after


 


16

















 


the
same has been deposited in the United States mail; when delivered if the same
has been given personally; or the next business day if the same has been
delivered to a nationally recognized overnight courier service.


 


8.4.                              Assignment. Neither party
may sell, transfer, assign, or otherwise convey its rights or obligations under
this Agreement without the prior written consent of the other, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, MANAGEMENT
SERVICES shall have the right to (a) assign its rights and/or delegate all
or any of its obligations to any of its Affiliates; and/or (b) subcontract
some portion of its obligations hereunder to a third party which is not an
Affiliate of MANAGEMENT SERVICES, in each case without the consent of the PC.


 


8.5.                              Successors and
Assigns. Subject to the provisions of this Agreement respecting assignment,
the terms, covenants and conditions contained herein shall be binding upon and
inure to the benefit of the successors and permitted assigns of the parties
hereto.


 


8.6.                              Severability. Nothing
contained in this Agreement shall be construed to require the commission of an
act contrary to law, and whenever there is any conflict between any provision
of this Agreement and any statute, law, ordinance or regulation, the latter
shall prevail. In such event, and in any case in which any provision of this
Agreement is determined to be in violation of a statute, law, ordinance or
regulation, the affected provision(s) shall be limited only to the extent
necessary to bring it within the requirements of the law and, insofar as
possible under the circumstances, to carry out the purposes of this Agreement.
The other provisions of this Agreement shall remain in full force and effect,
and the invalidity or unenforceability of any provision hereof shall not affect
the validity and enforceability of the other provisions of this Agreement, nor
the availability of all remedies in law or equity to the parties with respect
to such other provisions.


 


8.7.                              Third Parties. Except as
provided in Article VII, nothing in this Agreement shall be construed to
create any duty to, any standard of care with reference to or any liability to
anyone not a party to this Agreement.


 


8.8.                              Headings. The headings
used in this Agreement are for convenience of reference only and shall have no
force or effect in the construction or interpretation of the provisions of this
Agreement.


 


8.9.                              Time of the
Essence. Time is of the very essence of each and all of the agreements,
covenants and conditions of this Agreement.


 


8.10.                        Governing Law. This
Agreement shall be deemed made, executed and entered into and shall be governed
by and construed in accordance with the internal laws of the State of Florida.


 


8.11.                        Language
Construction. The language in all parts of this Agreement shall
be construed, in all cases, according to its fair meaning, and not for or
against either


 


17

















 


party
hereto. The parties acknowledge that each party and its counsel have reviewed
and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement.


 


8.12.                        Indemnification. The PC shall
indemnify, hold harmless and defend MANAGEMENT SERVICES, its officers,
directors, shareholders, employees, agents and independent contractors (the “MANAGEMENT
SERVICES Group”) from and against any and all liabilities, losses, damages,
claims, causes of action, and expenses (including reasonable attorneys’ fees
and disbursements (a “MANAGEMENT SERVICES Loss”)), caused or asserted to have
been caused, directly or indirectly, by or as a result of the performance of
medical services or any other acts or omissions by MANAGEMENT SERVICES and/or
its partners, agents, employees and/or subcontractors (other than MANAGEMENT
SERVICES) during the term hereof except with respect to any MANAGEMENT SERVICES
Loss which is the result of any gross negligence or willful misconduct by a
member of the MANAGEMENT SERVICES Group. MANAGEMENT SERVICES shall indemnify,
hold harmless and defend the PC, its officers, directors, partners, employees,
agents and independent contractors (the “the PC Group”) from and against any
and all liabilities, losses, damages, claims, causes of action, and expenses
(including reasonable judgment attorneys’ fees and disbursements) (a “the PC
Loss”), caused or asserted to have been caused, directly or indirectly, by or as
a result of the performance of any acts or omissions by MANAGEMENT SERVICES
and/or its shareholders, agents, employees and/or subcontractors during the
term hereof except with respect to any the PC Loss which is the result of any
gross negligence or willful misconduct by a member of the PC Group.


 


8.13.                        Entire
Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements, understandings, negotiations and
discussions, whether written or oral, between or among parties regarding the
subject matter of this Agreement.


 


8.14.                        Incorporation
by Reference. All exhibits and other attachments to this
Agreement are incorporated by reference into this Agreement by such reference.


 


8.15.                        Amendments Only
in Writing. This Agreement may not be amended or modified in
any respect whatsoever, except by an instrument in writing signed by the
parties hereto.


 


8.16.                        Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
considered an original and all of which shall constitute one and the same
agreement. This Agreement shall not become effective until it has been executed
by all of the parties hereto.


 


8.17.                        Commercial
Impracticability. No party to this Agreement shall be liable for any
failure to perform its obligations hereunder where such failure results from
any cause beyond that party’s reasonable control, including, for example, an
act of God, labor


 


18






 










 


disturbance
such as a strike or walkout, war, riot, fire, storm, accident, government
regulation or interference, or mechanical, electronic or communications
failure.


 


8.18.                        Election of
Remedies. The respective rights of the parties to this
Agreement shall be cumulative. Each party shall have all other rights and
remedies consistent with this Agreement as law and equity may provide. No
exercise by any party of one right or remedy shall be deemed to be an exclusive
election of rights or remedies.


 


8.19.                        Survival. The
provisions of Articles III, IV, V, VI, VII and VIII shall survive any
termination of this Agreement.


 


8.20.                        Third Party
Beneficiaries. Except with respect to Affiliates of MANAGEMENT
SERVICES, nothing in this Agreement shall be construed to create any duty to,
any standard of care with reference to, or any liability to any Person not a
party to this Agreement. The Affiliates of MANAGEMENT SERVICES are intended
third party beneficiaries of this Agreement.


 


8.21                           Affiliate. An “Affiliate”
of an entity means (i) any person or entity directly or indirectly
controlled by such entity; (ii) any person or entity directly or
indirectly controlling such entity; (iii) any subsidiary of such entity if
the entity has a fifty percent (50%) or greater ownership interest in the
subsidiary; or (iv) such entity’s parent entity if the parent has a fifty
percent (50%) or greater ownership interest in the entity. For purposes of this
Agreement, the PC is not an Affiliate of MANAGEMENT SERVICES.


 


IN
WITNESS WHEREOF, MANAGEMENT SERVICES and the PC have caused this Agreement to
be executed by their duly authorized respective officers as of the Effective
Date.


 


Signed
and sealed in the presence of:


 


	
  /s/ Authorized
  Signatory

  	
   

  	
   

  	
  NEVADA
  RADIATION THERAPY MANAGEMENT SERVICES, INC.

  
	
  Printed
  name:

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
	
  (witness
  1)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Daniel E. Dosoretz

  
	
  /s/ Authorized
  Signatory

  	
   

  	
   

  	
  Daniel
  E. Dosoretz, M.D.

  
	
  Printed
  name:

  	
  Authorized Signatory

  	
   

  	
   

  	
  President

  
	
  (witness
  2)

  	
   

  	
   

  	
   

  



 


19

















 


	
  /s/ Authorized
  Signatory

  	
   

  	
   

  	
  MICHAEL
  J. KATIN M.D., PROF. CORP.

  
	
  (witness
  1)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael J. Katin

  
	
  /s/ Authorized
  Signatory

  	
   

  	
   

  	
  Michael
  J. Katin, M.D.

  
	
  (witness
  2)

  	
   

  	
   

  	
  President

  
					



 


	
  STATE
  OF FLORIDA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY
  OF LEE

  	
  )

  



 


The
foregoing instrument was acknowledged before me this 13th day of April, 1999 by Daniel E. Dosoretz,
M.D., the President of Nevada Radiation Therapy Management Services, Inc.,
a Nevada corporation organized under the laws of the State of Nevada, on behalf
of the corporation.


 


	
   

  	
   

  	
   

  	
   

  
	
  [STAMP]

  	
   

  	
  Signature:

  	
  /s/ Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed
  name:

  	
  Authorized Signatory

  
	
   

  	
   

  	
  Notary
  Public

  



 


	
  STATE
  OF FLORIDA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY
  OF LEE

  	
  )

  



 


The
foregoing instrument was acknowledged before me this
          day of April, 1999
by Michael J. Katin, M.D., the President of Michael J. Katin, M.D., Prof.
Corp., a Nevada professional corporation organized under the laws of the State
of Nevada, on behalf of the corporation.


 


	
   

  	
   

  	
   

  	
   

  
	
  [STAMP]

  	
   

  	
  Signature:

  	
  /s/ Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed
  name:

  	
  Authorized Signatory

  
	
   

  	
   

  	
  Notary
  Public

  



 


20

















 


EXHIBIT A


 


NONCOMPETITION AGREEMENT


 


NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.


 


A.                                   During the term
of this Agreement and any renewal period, Physician shall not undertake any
professional service except as directed and authorized by [Employer] and shall
not engage in any profession other than the rendition of the professional
services as directed by [Employer].


 


B.                                     In the event of
the termination of this Agreement for any reason, Physician agrees not to
directly or indirectly engage in the practice of radiation therapy or oncology,
or otherwise compete with [Employer], or any of its physician providers, by
practicing as a radiation therapist or oncologist (i) at any hospital in
which physician providers of [Employer] regularly admit patients, or (ii) within
any county in which [Employer] or any of its Affiliates operate an Office, for
a period of two (2) years after the date of such actual termination of this
Agreement. The purpose of this covenant is to protect [Employer] from the
irreparable harm it will suffer if Physician competes with [Employer] after
having been introduced to [Employer]’s personnel and patients and after
learning special medical procedures used by [Employer]’s physician providers,
[Employer]’s business procedures, office and practice policies, and the special
and confidential professional procedures developed by [Employer].


 


C.                                     The parties
agree that in the event of any breach or attempted breach of any of the
covenants set out in section B (the “Covenant Not to Compete”), [Employer] will
be entitled to equitable relief by way of injunction or otherwise, in addition
to any remedy at law which may be available. The parties agree that any
violation or threatened violation by Physician of the Covenant Not to Compete
will cause [Employer] to suffer irreparable harm. The parties agree that
[Employer]’s remedy of an injunction is not the exclusive remedy for breach of
the Covenant Not to Compete and that a court may grant such additional relief
as is reasonable.


 


D.                                    In the event
Physician breaches the Covenant Not to Compete, in addition to the injunctive
relief to which [Employer] shall be entitled under the law, Physician shall
immediately repay to [Employer] any amounts paid by [Employer] pursuant to
section 3.B hereof after the termination of this Agreement, and all severance
or termination pay, if any, paid pursuant to this Agreement. [Employer] may
offset against any amounts owed Physician pursuant to this Agreement any
amounts Physician owes [Employer] pursuant to paragraph E below for breach of
the Covenant Not to Compete.


 


E.                                      In addition to
the injunctive relief to which [Employer] is entitled under the law and in
addition to the payments provided for in paragraph D above and in order to
compensate [Employer] for the damages it will incur in recruiting and
compensating a replacement radiation oncologist and for the lost business it
will suffer, in the event of a breach by Physician of the Covenant Not to
Compete, Physician


 


21

















 


shall
also pay to [Employer], as liquidated damages, a sum equal to a percentage of
the gross billings of [Employer] for the twelve month period immediately
preceding the termination of this Agreement. The percentage shall be that
formed by dividing the number one by the number equal to the total number of
physician providers of [Employer], including Physician, on the date of
termination of this Agreement. The parties agree that, in the event of the
breach by Physician of the Covenant Not to Compete, the actual amount of
damages which would be incurred by [Employer] would be difficult to ascertain
and prove, and that therefore the liquidated damages sum set forth herein would
be reasonable and appropriate.


 


F.                                      In the event
the Covenant Not to Compete shall be determined by a court of competent
jurisdiction to be unenforceable by reason of its geographic or temporal
restrictions being too great, or by reason that the range of activities covered
is too great, or for any other reason, section B shall be interpreted to extend
over the maximum geographic area, period of time, range of activities or other
restrictions as to which it may be enforceable.


 


22