Exhibit 10.86


 


AMENDMENT
TO


BUSINESS
OPERATIONS AND SUPPORT SERVICES AGREEMENT


 


THIS
AMENDMENT TO BUSINESS OPERATIONS AND SUPPORT SERVICES AGREEMENT (“Amendment”)
dated as of November 15, 2006 by and between American Consolidated
Technologies, LLC, a Michigan limited liability company (“Practice Manager”)
and RADS, P,C. Oncology Professions, a Michigan professional services
corporation (“Medical Practice”).


 


RECITALS


 


WHEREAS, Practice
Manager and Medical Group are parties to that certain Business Operations and
Support Services Agreement dated August 19, 2000 (the “Agreement”).


 


WHEREAS, pursuant to the
Agreement, the Practice Manager is responsible for general management and
administration operations of the medical practice (the “Practice”) operated by
Medical Group located at 28595 Orchard Lake Road, Suite 110, Farmington
Hills, Michigan (the “Office”).


 


WHEREAS, Practice
Manager’s obligations include owning, maintaining and/or providing Medical
Group with equipment, fixtures and furnishings (collectively, the “Equipment”)
at the Office necessary for the operation of the Practice.


 


WHEREAS, the Michigan
Department of Community Health (“MDCH”) issued a Certificate of Need (“CON”) to
Medical Group in connection with owning and operating the Equipment at the Office.


 


WHEREAS, Medical Group
desires to transfer to Practice Manager, and Practice Manager desires to accept
from Medical Group, all of Practice Manager’s right, title and interest in and
to the CON.


 


WHEREAS, the parties
desire to amend the Agreement in accordance with the terms and conditions set
forth below.


 


NOW
THEREFORE, intending to be legally bound and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:


 


1. Defined Terms.
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Agreement.


 

















 


2. Section 5.1
of the Agreement is hereby amended to add the following:


 


Medical Group hereby agrees
to transfer to Practice Manager all of its right, title and interest in and to
the Certificate of Need (“CON”) issued by the Michigan Department of Community
Health (the “MDCH”) originally issued to Medical Group relating to the
Equipment at no additional cost to Practice Manager (the “Transfer”). The
parties acknowledge and agree that the Transfer of the CON is intended to
assist Practice Manager in performing its obligations set forth in this
Agreement and that the absence of consideration therefore has been determined
by the parties through good faith to be fair and reasonable. Medical Group
shall fully cooperate with Practice Manager in all respects to effectuate the
Transfer, including but not limited to execution of any documents deemed
necessary by Practice Manager or MDCH.


 


3. Section 5.14
of the Agreement is hereby deleted in its entirety and replaced with the
following:


 


5.14 Recruitment of
Physicians. Practice Manager shall coordinate recruiting of physicians
including advertising for recruitment of Physicians to become shareholders,
employees or independent contractors of the Medical Practice. It shall be a
joint responsibility of Medical Practice and Practice Manager to interview,
select, contract with, supervise, control, and terminate all Physicians
performing Medical Services. Costs of recruiting not identified in the yearly
budget on a continual basis shall be borne as an additional expense to the
Medical Practice.


 


4. Section 8.3
of the Agreement is amended to delete the second paragraph in its entirety.


 


5. Section 9.4 of
the Agreement is hereby deleted in its entirety and replaced with the
following:


 


9.4 Notices. Any
notice, demand, or communication required, permitted, or desired to be given
under this Agreement shall be in writing and shall be deemed given if delivered
in person or deposited in United States Mail, postage prepaid, registered or
certified mail, return receipt requested, addressed to the parties as set forth
opposite their respective names below:


 


	
  Medical Practice:

  	
   

  	
  RADS, P.C. Oncology
  Professionals

  
	
   

  	
   

  	
  Attention: Practice
  Manager

  
	
   

  	
   

  	
  28595 Orchard Lake Road,
  Suite 110

  
	
   

  	
   

  	
  Farmington Hills, MI 48334

  
	
   

  	
   

  	
   

  
	
  Practice Manager:

  	
   

  	
  American Consolidated
  Technologies

  
	
   

  	
   

  	
  Attention: Farideh R.
  Bagne, Ph.D, J.D.

  



 


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  28595 Orchard Lake Road,
  Suite 110

  
	
   

  	
   

  	
  Farmington Hills, MI 48334

  



 


6. Ratification.
Except as expressly modified by this Amendment, all of the terms and conditions
of the Agreement shall remain in full force and effect.


 


7. Counterparts. This
Amendment may be executed by the parties hereto in separate counterparts and
both counterparts taken together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the
undersigned have executed this Amendment as of November 15, 2006.


 


	
   

  	
  AMERICAN
  CONSOLIDATED 

  
	
   

  	
  TECHNOLOGIES,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RADS,
  P.C. ONCOLOGY PROFESSIONALS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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BUSINESS
OPERATIONS AND SUPPORT SERVICES AGREEMENT


 


This Business Operations and
Support Services Agreement (this “Agreement”) is made and entered into this
19th day of August, 2000, effective as of the Closing Date, by and between
American Consolidated Technologies, a Michigan Partnership (“ACT”) (“Practice
Manager”), and RADS, P.C. Oncology Professionals, a Michigan professional
services corporation (“RADS”) (“Medical Practice”) located at 28595 Orchard
Lake Road, Suite 110, Farmington Hills, Michigan 48334.


 


RECITALS:


 


WHEREAS, Medical
Practice is a duly formed and validly existing professional services
corporation; and


 


WHEREAS, Medical
Practice is formed for and engaged in the conduct of a medical practice and the
provision of medical services to the general public in the State of Michigan
through individual physicians who are licensed to practice medicine in the
State of Michigan and who are shareholders of Medical Practice or are employed
or otherwise retained by Medical Practice; and


 


WHEREAS, Practice
Manager is a duly formed and validly existing Michigan Partnership, which is in
the business of providing both medical administrative and related services to
professional associations, physicians, and other professional health care
entities and individuals. Practice Manager is experienced in the design,
development, financing, equipping, staffing, accounts receivable management,
and marketing of medical practices; and


 


WHEREAS, Medical
Practice desires to focus its energies, expertise, and time on the actual
practice of medicine and on the delivery of medical services to patients, and
to accomplish that goal it desires to delegate the increasingly more complex
business aspects of its practice to business persons; and


 


WHEREAS, Medical
Practice wishes to expand its business, pursue market opportunities, achieve
efficiencies, provide utilization review and quality assurance, acquire
additional equipment, space and personnel; and


 


WHEREAS, Medical
Practice wishes to engage Practice Manager to assume the initial costs and
risks of operating the practice, to provide the management, marketing,
administrative, and business services that are necessary and appropriate for
the day-to-day administration of the non-medical aspects of its medical
practice, and Practice Manager desires to provide such services, all upon the
terms and conditions hereinafter set forth; and


 


WHEREAS, Medical
Practice and Practice Manager have determined a fair market value for the
services to be rendered by Medical Practice; and


 


WHEREAS, based on this
fair market value, Medical Practice and Practice Manager have developed a
formula to compensate the Medical Practice and employees that will allow the
parties


 

















 


to establish a relationship
permitting each party to devote its skills and expertise to the appropriate
responsibilities and functions;


 


NOW,
THEREFORE, in consideration of the mutual terms, covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


I. Recitals.


 


The foregoing recitals are true
and correct and are made an integral part of this Agreement as though fully set
forth and incorporated herein.


 


II. Definitions.


 


For the purposes of this
Agreement, the following terms have the following meanings, unless otherwise
clearly required by the context in which the term is used.


 


2.1 Agreement. The
term “Agreement” means this Business Operations and Support Services Agreement
between Medical Practice and Practice Manager and any amendments that may be
adopted from time to time as hereinafter provided.


 


2.2 Budget. The term “Budget”
means an operating budget for each fiscal year as prepared by Practice Manager.


 


2.3 Confidential
Information. The term “Confidential Information” means all of the
materials, information and ideas of Practice Manager, including, without
limitation; operation methods and information, accounting and financial
information, marketing and pricing Information and materials, internal
publications and memoranda, and other matters considered confidential by
Practice Manager.


 


2.4 Management Fee.
The term “Management Fee” means Practice Manager’s monthly compensation
established pursuant to this Agreement, against receivables draw.


 


2.5 Practice Manager.
The term “Practice Manager” means American Consolidated Technologies, a Michigan
Partnership, and any successors or assigns.


 


2.6 Practice Manager
Expense. The term “Practice Manager Expense” means an expense or cost
incurred by Practice Manager and for which Practice Manager is financially
liable.


 


2.7 Managing Physician.
The term “Managing Physician” means that physician designated by Practice
Manager to direct the delivery of clinical services to patients by Practice
Manager.


 


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2.8 Medical Practice.
The term “Medical Practice” means RADS, P.C. Oncology Professionals, a Michigan
professional corporation, and any successors, assigns, subsidiaries or
affiliates.


 


2.9 Medical Practice
Account. The term “Medical Practice Account” means the bank account of
Medical Practice established pursuant to this Agreement.


 


2.10 Medical Practice
Expense. The term “Medical Practice Expense” means an expense or cost that
is incurred by Practice Manager or Medical Practice and for which Medical
Practice is financially liable.


 


2.11 Medical Services.
The term “Medical Services” means medical care and services, including but not
limited to the practice of medicine, and ail related health care services
provided by Medical Practice through Medical Practice’s Managing Physician and
Physician(s) that are retained by or professionally affiliated with
Medical Practice.


 


2.12 Office. The term
“Office” means any office space that Practice Manager or Medical Practice owns,
leases or otherwise procures as an agent for Medical Practice for Medical
Practice for the purpose of providing Medical Services.


 


2.13 Physician. The
term “Physician” means the individually licensed professionals who are
shareholders of Medical Practice, or are employed or otherwise retained by or
associated with Medical Practice by contract.


 


2.14 Professional
Personnel. The term “Professional Personnel” means any licensed personnel,
other than Physician(s), whose clinical services are provided under the
direction of Physician and are retained by or professionally affiliated with
Medical Practice.


 


2.15 State. The term “State”
means the State of Michigan.


 


2.16 Term. The term “Term”
means the initial and any renewal periods of duration of this Agreement as
described in Section 8.1 hereof.


 


2.17 Closing Date.
The Closing Date shall be                               
unless mutually agreed upon by both parties.


 


III. Business
of Medical Practice and Practice Manager.


 


The parties stipulate that
the business of the Medical Practice and Practice Manager are those Medical
Services, and Practice Manager services in support of Medical Service (i) where
both the “facility” and “professional” components of the Medical Services have
historically been provided in the Medical Practice’s private practice offices
and reimbursed on a “global basis,” and (ii) where the “professional”
component of the service has historically been provided in a hospital inpatient
or outpatient facility, nursing home, ambulatory surgery facility or some other
licensed or certified “facility” eligible for separate reimbursement for the “facility”
component of such service and where


 


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the “professional” and “facility”
components of the service are billed separately by different legal entities.


 


IV. Appointment
and Authority of Practice Manager.


 


4.1 Appointment.
Medical Practice appoints Practice Managers its sole and exclusive agent for
the management, marketing, and administration of the business affairs and
funding of Medical Practice, except as otherwise specifically agreed in writing
by Medical Practice and Practice Manager, and Practice Manager accepts the
appointment, subject at all times to the provisions of this Agreement.


 


4.2 Authority.
Consistent with the provisions of this Agreement, Practice Manager shall have
the responsibility and commensurate authority to provide business, public
relations, administrative, and full management services for Medical Practice,
including, without limitation, the provision of:


 


(a)                     equipment,


(b)                    supplies,


(c)                     support services,


(d)                    non-physician personnel,


(e)                     public relations;


(f)                       office space,
including purchase and lease, and rental fee collection,


(g)                    management,


(h)                    administration,


(i)                        financial
record keeping,


(j)                        financial
reporting,


(k)                     other business services,


(l)                        supervision of
all medical physics and radiation safety services,


(m)                  business expansion,


(n)                    patient billing and revenue
collection.


 


Practice Manager is
expressly authorized to provide such services in any reasonable manner Practice
Manager deems appropriate to meet the day-to-day requirements of the business
functions of Medical Practice, as well as the long range plan for the Practice.
Unless an expense is expressly designated as a Practice Manager Expense in this
Agreement, all expenses incurred by Practice Manager in providing management
services pursuant to this agreement shall be Medical Practice Expenses. The
parties acknowledge and agree that Medical Practice, through its Physicians,
shall be responsible for and shall have complete authority, responsibility,
supervision, and control over the provision of all Medical Services and other
professional health care services performed for patients by Professional
Personnel, and that all diagnoses, treatment, procedures, and other
professional health care services shall be provided and performed exclusively
by or under the supervision of the Physicians as they, in their sole
discretion, deem appropriate. Practice Manager shall have and exercise
absolutely no control or supervision over the clinical aspects of the provision
of Medical Services. Practice Manager may however, in conjunction with its
obligations to pursue


 


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business expansion
opportunities, determine whether to offer new or expanded medical services or
eliminate certain medical services currently provided to patients by the
Medical Practice.


 


4.3 Patient Referrals.
Practice Manager and Medical Practice agree that the benefits to Medical
Practice hereunder do not require, are not payment for, and are not in any way
contingent upon the referral, admission, or any other arrangement for the
provision of any item or service offered by Practice Manager to any patient of
Medical Practice in any facility, laboratory, or hospital controlled, managed,
or operated by Practice Manager or its affiliates.


 


V. Covenants
and Responsibilities of Practice Manager.


 


During the Term of this
Agreement, Practice Manager shall provide all the management, public relations,
administrative and business services that are necessary and appropriate for the
day-to-day administration of the non-medical aspects of Medical Practice’s
operations, including without limitation those set forth in this Article IV,
in accordance with the law and all rules, regulations, and guidelines of
applicable governmental agencies.


 


5.1 Office and Equipment.
As agreed upon by the parties hereto and included in the Medical Practice’s
approved capital and operating budgets, Practice Manager shall provide for an
Office, or more than one office where relevant (“Office”) deemed reasonably
necessary by Practice Manager, for the purpose of providing Medical Services.
Furthermore, as agreed upon by the parties hereto and included in the Medical
Practice’s capital and operating budgets, Practice Manager shall provide
certain equipment, fixtures, furniture and furnishings (collectively, the “Equipment”)
deemed reasonably necessary by Practice Manager for the operation of the Office
and reasonably necessary for the provision of Medical Services therein.
Practice Manager shall consult with and seek the advice of Medical Practice in
connection with equipping the Office, and with the purchase of additional or
replacement equipment, to ensure the necessity and appropriateness of equipment
placed in service at the Office. Practice Manager shall be responsible for the
repair and maintenance of the Office, consistent with the respective
responsibilities of Practice Manager and Medical Practice and for the repair,
maintenance, and replacement of all Equipment, other than such repairs, maintenance
and replacement necessitated by the negligence or willful misconduct of Medical
Practice, the Physicians, or other personnel employed by Medical Practice.


 


5.2 Supplies.
Practice Manager shall obtain and provide alt reasonable medical, office, and
other supplies, and shall ensure that the Office is at all times adequately
stocked with the supplies that are reasonably necessary and appropriate for the
operation of the Office(s) and the provision of Medical Services therein;
except, however, that Medical Practice shall order, purchase, stock, and
monitor the inventory of pharmaceutical and other medical supplies, substances,
or items whose purchase, maintenance, or security require licensure as a health
care provider or require a permit, registration, certification, or
identification number that requires licensure or certification as a health care
provider.


 


5.3 Support Services.
Practice Manager shall provide or arrange for all printing, stationery, forms,
postage, duplication or photocopying services, and other support services that
are


 


5

















 


reasonably necessary and
appropriate for the operation of the Office and the provision of Medical
Services in the Office.


 


5.4 Quality Assurance,
Risk Management and Utilization Review. Practice Manager shall assist
Medical Practice in the establishment and implementation of procedures to
ensure the consistency, quality, appropriateness, and medical necessity of
Medical Services provided by Medical Practice, and shall provide administrative
support for Medical Practice’s overall quality assurance, risk management, and
utilization review programs.


 


5.5 Licenses and Permits.
Practice Manager shall, on behalf and in the name of Medical Practice,
coordinate all development and planning processes, and apply for and use
Practice Manager’s best efforts to obtain and maintain all federal, State, and
local licenses and regulatory permits required for or in connection with the
operation of Medical Practice and the equipment (existing and future) located
therein, other than those relating to the practice of medicine or the
administration of drugs by Physicians or Professional Personnel retained by,
associated with, or under contract with Medical Practice. The Medical Practice,
its Physicians and/or Professional Personnel shall use their best efforts to
support Practice Manager’s activities on behalf of the Medical Practice in a
timely manner.


 


5.6 Use of Name.
Except as noted below, Practice Manager will permit the Medical Practice to do business
under the name “RADS, P.C. Oncology Professionals” and may require it to
prominently reflect an affiliation with any of Practice Manager’s assumed names
during the term of this Agreement. Practice Manager may, however, at any time
change the names, marks and logos under which the Medical Practice or Practice
Manager does business and/or which it makes available to the Medical Practice.
The Medical Practice recognizes the value of the names, marks and logos of
Practice Manager. The Medical Practice acknowledges and agrees that all rights
to such names, marks and logos and the goodwill pertaining thereto belong
exclusively to Practice Manager, and that the Medical Practice will not during
the term of this Agreement or thereafter, challenge the title or rights of
Practice Manager to such names, marks and logos. The Medical Practice further
acknowledges and agrees that Practice Manager possesses valid trade name,
trademark and service mark rights to such names, marks and logos, and that the
Medical Practice will not, during the term of this Agreement or thereafter,
challenge the validity of any such rights or their exclusive ownership by
Practice Manager. Practice Manager shall have the right to obtain assumed names
(d/b/a) for the Medical Practice and may require the Medical Practice to use
the d/b/a if Practice Manager deemed it advantageous for marketing purposes.


 


5.7 Public Relations.
Public relations services shall be provided in accordance with the standards of
medical ethics of the American Medical Association and the American Osteopathic
Association, and all applicable laws prior to the publication or distribution
of marketing or public relations materials or information. Practice Manager
shall submit such materials to Medical Practice . for its review and comments,
and shall make all reasonable written changes thereto as Medical Practice may
request and which are in accordance with Practice Manager’s marketing plans for
the Medical Practice. Practice Manager shall be the sole owner and holder of all
right, title, and interest in and to any materials or documents prepared,
purchased, or furnished by Practice Manager pursuant to this Agreement.


 


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5.8 Personnel.


 


A. Non-Physician
Personnel. Except as specifically provided in this Agreement, Practice
Manager shall employ or otherwise retain and shall be responsible for
selecting, training, supervising, and terminating all management,
administrative, clerical, secretarial, bookkeeping, technical, medical physics,
nursing, accounting, payroll, billing and collection, and other non- physician
personnel as Practice Manager deems reasonably necessary and appropriate for
Practice Manager’s performance of its duties and obligations under this
Agreement and for the operation of the Office. Practice Manager shall have the
duty to hire duly qualified clinical personnel in accordance with standards
promulgated by the American College of Radiology (ACR), Joint Commission for
Accreditation of Health Organization (JCAHO) and/or Nuclear Regulatory
Commission (NRC), provided, however, Practice Manager shall seek the input of
the full-time physicians and employees of Practice concerning the selection,
transfer and termination of all non- physician personnel.


 


B. Physician Personnel.
Practice Manager shall have sole responsibility for determining the salaries
and providing fringe benefits, and for withholding, as required by law, any
sums for income tax, unemployment insurance, social security, or any other
withholding required by applicable law or governmental requirement for all
employees, including physician-employees and consultants. If any
physician-employee/consultant does not meet ACR, JCAHO or Hospital medical
staff requirements, or is not Board Certified in his/her field of specialty,
then Practice Manager may remove or refuse to hire that physician. Likewise,
Practice Manager may take action to remove a physician for the following
reasons:


 


i.                            commission of a
felony,


 


ii.                         not supervising
patients’ treatments adequately,


 


iii.                      being removed
from any Hospital’s medical staff,


 


iv.                     mental or physical
disability interfering with Practice,


 


v.                        losing his/her
medical license,


 


vi.                     not being timely certified
by ABR or equivalent,


 


vii.                  ethical conducts unbefitting
a professional,


 


viii.               inability to manage patient
care,


 


ix.                       not completing
patient charts and other required medical documents on a timely basis as
requested by Practice Manager.


 


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Practice Manager shall also
have the right to act on behalf of Medical Practice and terminate
physician-employee or physician consulting agreements pursuant to their terms
and conditions and to take whatever other action is deemed necessary to protect
the Medical Practice.


 


B. Nonexclusivity. In
recognition of the fact that Practice Manager and the management and
administrative personnel and nonphysician personnel provided to Medical
Practice by Practice Manager may from time to time perform services for others,
this Agreement shall not prevent Practice Manager or such personnel from
performing services for others or restrict Practice Manager from so using
Practice Manager’s personnel. Practice Manager shall use reasonable efforts,
consistent with sound business practices, to honor the specific requests of
Medical Practice with regard to the assignment of Practice Manager’s
non-physician and nonprofessional personnel.


 


C. Equal Employment
Opportunity. Practice Manager expressly agrees not to intentionally violate
any and all applicable federal and/or State equal employment opportunity
statutes, rules and regulations, all as may from time to time be modified
or amended.


 


D. Labor Reports.
Practice Manager shall appropriately prepare, maintain, and file all requisite
reports and statements regarding income tax withholdings, unemployment
insurance, social security, workers’ compensation, equal employment
opportunity, or other reports and statements required with respect to personnel
provided by Practice Manager pursuant to this Agreement.


 


5.9 Contract Negotiations.


 


For all existing and/or new
physician employees, consultants or third parties, Practice Manager shall
advise Medical Practice with respect to and shall negotiate, either directly or
on Medical Practice’s behalf, all contractual arrangements that are reasonably
necessary and appropriate for Medical Practice’s provision of Medical Services,
including, without limitation, physician’s employment contracts, physicians’
consulting agreements, negotiated price agreements with third-party payors,
alternative delivery systems, or other purchasers of group health care
services. All contracts or arrangements regarding the provision of Medical
Services shall be entered into with Medical Practice’s consent, which consent
shall not be unreasonably withheld. A lack of written objection by Medical
Practice 5 working days after notice by Practice Manager shall be construed as
automatic approval by Medical Practice.


 


5.10 Billing and
Collection.


 


On behalf of and for the account
of Medical Practice, Practice Manager shall establish and maintain credit and
billing and collection policies and procedures, and shall use Practice Manager’s
best efforts to bill and collect timely all professional and other fees for all
billable Medical Services provided by Medical Practice or the Physicians.
Provided, however, that nothing in this Agreement shall be construed as a
guarantee by Practice Manager that amounts billed will be collected. Practice
Manager shall advise and consult with Medical Practice regarding the fees for
Medical Services provided by Medical Practice; it being understood, however,
that Medical Practice shall establish the reasonable and customary fees to be
charged for Medical Services and that


 


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Practice Manager shall have
no authority whatsoever with respect to the establishment of such fees. In
connection with the billing and collection services to be provided hereunder
and throughout the Term (and thereafter as provided in Section 8.3),
Medical Practice grants Practice Manager a special power of attorney and
appoints Practice Manager as Medical Practice’s true and lawful agent and
attorney-in-fact, and Practice Manager accepts such special power of attorney
and appointment, for the following purposes:


 


A. To bill Medical Practice’s
patients on behalf of and in the name of Medical Practice, for all billable
Medical Services provided by Medical Practice to such patients;


 


B. To bill on behalf of and
in the name of Medical Practice all claims for reimbursement or indemnification
from Blue Cross/Blue Shield, insurance companies, Medicare, Medicaid, and all
other third-party payors or fiscal intermediaries for all covered billable
Medical Services provide by Medical Practice to patients; provided, however,
that Physician shall comply with all third party payor requirements applicable
to true and accurate coding and submission of claims for reimbursement or
indemnification and patient care management in accordance with all applicable
laws, rules, regulations and third party payor requirements;


 


C. To collect and receive on
behalf of and in the name of Medical Practice, all accounts receivable
generated by such billings and claims for reimbursement; to administer such
accounts including, but not limited to: extending the time of payment of any
such accounts; assigning or selling at a discount such accounts to collection
agencies; or taking other measures to require the payment of any such accounts;
provided, however, that extraordinary collection measures, such as discharging
or releasing obligers or assigning or selling accounts at a discount to
collection agencies, shall not be undertaken except in emergency cases without
the approval of Managing Physician, which approval shall not be unreasonably
withheld. Lack of a written objection from Managing Physician after 5 working
days shall be an automatic approval by the Managing Physician.


 


D. To deposit all amounts
collected into the Medical Practice Account, which shall be and at all times
remain in Medical Practice’s name. Medical Practice covenants to transfer and
deliver to Practice Manager all funds received by Medical Practice from any and
all services including patients or third-party payors for Medical Services.
Upon receipt by Practice Manager of any funds from patients or third-party
payors or from Medical Practice for Medical Services of Medical Practice or
from other sources including grants, leases, donations, and interests received
by Medical Practice, Practice Manager shall immediately deposit the funds into
the Medical Practice Account. Practice Manager shall disburse the deposited
funds to creditors and other persons on behalf of Medical Practice, maintaining
records of the receipt and disbursement of funds according to generally
accepted accounting principles; and


 


E. To take possession of,
endorse in the name of Medical Practice, subject to required reassignment by
Physicians, and deposit into the Medical Practice Account any notes, checks,
money orders, insurance payments, and any other instruments received in payment
of accounts receivable for Medical Services. Medical Practice shall require all
physician employees and consultants to assign to Medical Practice in writing
any and all fees received by them for services rendered on behalf of Practice
Manager or Medical Practice.


 


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Upon the request of Practice
Manager, Medical Practice shall execute and deliver to the financial
institution wherein the Medical Practice Account is maintained, any additional
documents or instruments that may be necessary to evidence or effect the
special power of attorney granted to Practice Manager by Medical Practice
pursuant to this Section or pursuant to Section 5.10 of this
Agreement. The special power of attorney granted in this Agreement shall be
coupled with an interest and shall be irrevocable except with Practice Manager’s
written consent.


 


5.11 Medical Practice
Account. Practice Manager shall have sole access to the Medical Practice
Account. Practice Manager shall have access to the Medical Practice Account
solely for the purposes stated in this Agreement. In connection with this
Agreement and throughout the Term, Medical Practice grants Practice Manager a
special power of attorney and appoints Practice Manager as Medical Practice’s
true and lawful agent and attorney-in-fact, and Practice Manager accepts such
special power of attorney and appointment, to deposit into the Medical Practice
Account all funds, fees, and revenues generated including those from the
provision of Medical Services by Medical Practice and collected by Practice
Manager, and to make withdrawals from the Medical Practice Account for payments
set forth in this Agreement, for regular expenses of Medical Practice and any
other Medical Practice Expense attributable to the operations of the Office or
to the provision of Medical Services, and/or any other reasonable obligations
of Medical Practice. From the amounts collected by Practice Manager on behalf
of Medical Practice, Practice Manager shall pay all reasonable expenses of
operating the practice in accordance with the budget developed by Practice
Manager, as well as reasonable administrative expenses of Practice Manager
associated with the performance of its duties set forth herein, including, but
not limited to, use of an automobile, car phone, pager, reimbursement for
gasoline and automobile repair expenses, professional dues, journals, CME
conferences, office expenses, related travel and entertainment expenses, etc.,
and expenses associated with the retention of personnel for radiation safety,
quality assurance and utilization review, all of which shall be documented.
Practice Manager at its option shall maintain an office at each of the offices
of the Medical Practice and shall have reasonable secretarial services provided
by the Medical Practice for each of Practice Manager’s offices.


 


5.12 Fiscal Matters.


 


A. Annual Budget.
Annually, and at least thirty (30) days prior to the commencement of each
fiscal year of Medical Practice, Practice Manager, in consultation with the
Managing Physician, shall prepare a Budget setting forth an estimate of Medical
Practice’s revenues and expenses (including, without limitation, all costs
associated with the services provided by Practice Manager under this
Agreement). Practice Manager shall endeavor to manage and administer the
operations of Medical Practice as herein provided so that the actual revenues,
costs, and expenses of the operation and maintenance of Medical Practice during
any applicable period of the Medical Practice’s fiscal year shall be consistent
with the Budget. In the event of a material change in the Medical Practice,
including but not limited to personnel, regulatory, reimbursement and other
changes, the Budget may be amended by Practice Manager in an equitable manner
to take into account the impact of the material change.


 


B. Accounting and
Financing Records. Practice Manager shall establish and administer
accounting procedures, controls, and systems for the development, preparation,
and


 


10

















 


safekeeping of
administrative or financial records and books of account relating to the
business and financial affairs of Medical Practice and the provision of Medical
Services, all of which shall be prepared and maintained in accordance with
generally accepted accounting principles consistently applied. Practice Manager
shall prepare within ninety (90) days of the end of each calendar year a
balance sheet and a profit-and-loss statement reflecting the financial status
of Medical Practice in respect of the provision of Medical Services as of the
end of the prior calendar year.


 


C. Review of Accounting
and Financial Records. The Managing Physician shall have the right to
review all expenditures related to the operation of the Medical Practice, but
shall not have the power to prohibit or invalidate any expenditure deemed
reasonable by Practice Manager.


 


D. Financial Information
in Support of Tax Returns. Practice Manager shall prepare necessary
financial information required for appropriate tax returns and reports required
of Medical Practice by an accountant selected by Practice Manager.


 


5.13 Reports and Records.


 


A. Medical Records.
Practice Manager shall establish, monitor, and maintain procedures and policies
for the timely creation, preparation, filing, release, and retrieval of all
medical records generated by Medical Practice in connection with Medical
Practice’s provision of Medical Services; and, subject to applicable law, shall
ensure that medical records are promptly available to the Physicians and any
other appropriate persons. All medical records shall be retained and maintained
in accordance with all applicable State and Federal laws relating to the
confidentiality and retention thereof. Copies of medical records shall be
available to the Medical Practice as needed. Custody shall remain with Practice
Manager.


 


B. Other Reports and
Records. Practice Manager shall timely create, prepare, and file such
additional reports and records as are reasonably necessary and appropriate for
Medical Practice’s provision of Medical Services, and shall be prepared to
analyze and interpret such reports and records.


 


5.14 Recruitment of
Physicians. Practice Manager shall coordinate recruiting of physicians
including advertising for recruitment of Physicians to become shareholders,
employees or independent contractors of the Medical Practice. It shall be a
joint responsibility of Medical Practice and Practice Manager to interview,
select, contract with, supervise, control, and terminate all Physicians
performing Medical Services. It shall be and shall remain the sole and complete
responsibility of Practice Manager to select, contract with, administratively
supervise, control and terminate all Personnel performing Medical Services.
Costs of recruiting not identified in the yearly budget on a continual basis
shall be borne as an additional expense to the Medical Practice.


 


5.15 Insurance.
Throughout the Term, Practice Manager shall, as a Practice Manager Expense,
obtain and maintain with commercial carriers, through self-insurance, or by
some combination thereof, appropriate workers’ compensation coverage for
Practice Manager’s employed personnel being provided pursuant to this
Agreement, and professional, casualty, and comprehensive


 


11

















 


general liability insurance
covering Practice Manager, Practice Manager’s personnel, and all of Practice
Manager’s equipment in such amounts, on such basis, and upon such terms and
conditions as Practice Manager deems appropriate.


 


5.16 Indemnification by
Practice Manager. Practice Manager shall indemnify and hold Medical
Practice harmless from and against any and all liability, losses, damages,
claims, causes of action, and expenses, including reasonable attorney’s fees,
associated with or directly or indirectly resulting from any intentional act or
omission of Practice Manager or the personnel under its supervision. To be
entitled to such indemnification, Medical Practice shall give Practice Manager
prompt written notice of the assertion by a third party of any claim with
respect to which Medical Practice might bring a claim for indemnification
hereunder, and in all events must provide such written notice to Practice Manager
within the applicable period for defense of such claim by Practice Manager.
Practice Manager shall, as a Practice Manager Expense, have the right to defend
and litigate any such third-party claim.


 


VI. Covenants
and Responsibilities of Medical Practice.


 


6.1 Organization and
Operation. As a continuing condition of Practice Manager’s obligations
under this Agreement, Medical Practice shall at all times during the Term be
and remain legally organized and operated to provide Medical Services in a
manner consistent with all state and federal laws.


 


6.2 Medical Practice
Personnel


 


A. Physicians.
Medical Practice shall retain, as a Medical Practice Expense, the number of
radiation oncologists and other Physicians sufficient in the discretion of
Practice Manager that are necessary and appropriate for the provision of
Medical Services, each of whom shall be bound by and subject to applicable
provisions of this Agreement. Each Physician shall hold and maintain a valid
and unrestricted license to practice medicine in the State of Michigan and
shall be competent in the practice of medicine and shall be Board Certified or
Board eligible in his/her specialty. Medical Practice shall enter into and
maintain with each radiation oncologist who is not at least a 10% shareholder
of Medical Practice, a written employment or independent contractor agreement.
Medical Practice shall be responsible for paying the compensation for all
Physicians and any other physician personnel or other contracted or affiliated
physicians, and for withholding, as required by law, any sums for income tax,
unemployment insurance, social security, or any other withholding required by
applicable law. Practice Manager shall, on behalf of Medical Practice,
establish arid administer the compensation with respect to such individuals and
enter on behalf of Medical Practice into a written agreement between Medical
Practice and each Physician. Practice Manager shall neither control nor direct
any Physician in the performance of Medical Services for patients.


 


B. Professional and
Technical Personnel. All Professional and Technical Personnel who provide
Medical Services shall be employed by or retained by Medical Practice and shall
be under Medical Practice’s direction in the performance of Medical Services for
patients.


 


12

















 


Practice Manager shall, on
behalf of Medical Practice, manage and supervise the employees and establish
and administer the compensation of these individuals.


 


6.3 Professional
Standards. As a continuing condition of Practice Manager’s obligations
under this Agreement, each Physician must (i) have and maintain a valid
and unrestricted license to practice medicine in the State, (ii) comply
with, be controlled and governed by, and otherwise provide Medical Services in
accordance with applicable federal, state, and municipal laws, rules,
regulations, ordinances, and orders, all applicable Medicare, Medicaid and
other third party payor requirements and the ethics and standard of care of the
medical community wherein the principal office of the Medical Practice is
located, (iii) obtain and retain appropriate medical staff membership with
appropriate clinical privileges at any hospital or health care facility at
which Medical Services are to be provided and Practice Manager deems
appropriate, (iv) obtain Board Certification by ABR or its equivalent
within 3 years of hiring; and (v) follow the guidelines of NRC, JCAHO and
ACR and other applicable agencies. Procurement of temporary staff privileges
pending the completion of the medical staff approval process shall satisfy the
medical staff appointment condition of this provision, provided the Physician
actively pursues full appointment and actually obtains full appointment.
Professional Personnel shall be duly licensed, accredited or certified, as
relevant.


 


6.4 Medical Services.
Medical Practice shall ensure that Physicians are available as necessary to
provide Medical Services to patients. Medical Practice and Practice Manager
shall be responsible for scheduling Physician coverage and work together to
establish Technical, Professional and other Personnel coverage of all medical
procedures. Medical Practice shall cause all Physicians to exert their best
effort to develop and promote Medical Practice in a manner consistent with
Practice Manager’s business objectives and designed to ensure that Medical
Practice is able to serve the diverse needs of the community.


 


6.5 Peer Review/Quality
Assurance. Medical Practice shall adopt a peer-review/quality-assurance program
to monitor and evaluate the quality and cost effectiveness of Medical Services
provided by physician personnel of Medical Practice. Practice Manager shall
provide administrative direction and act as the agent of Medical Practice in
ensuring the performance of Medical Practice’s peer-review/quality-assurance
activities.


 


6.6 Medical Practice’s
Insurance. Medical Practice shall, as a Medical Practice Expense, obtain
and maintain with commercial carriers acceptable to Practice Manager
appropriate workers’ compensation coverage for Medical Practice’s Physicians
and Professional, Personnel and professional and comprehensive general
liability insurance covering Medical Practice, each Physician, and Professional
Personnel.


 


6.7 Indemnification by
Medical Practice. Medical Practice shall defend, indemnify and hold
Practice Manager harmless from and against any and all liability, losses,
damages, claims, causes of action, and expenses, including without limitation,
reasonable attorney’s fees and costs associated with or directly or indirectly
resulting from any act or omission of Medical Practice, its employees, agents,
or independent contractors during the Term. To be entitled to such
indemnification, Practice Manager shall give Medical Practice prompt written notice
of the assertion by a third party of any claim with respect to which Practice
Manager might bring a claim for


 


13

















 


indemnification hereunder,
and in all events must provide written notice to Medical Practice within the
applicable period for defense of such claim by Medical Practice. Medical
Practice shall, as a Medical Practice Expense, have the right to defend and
litigate any such third-party claim.


 


6.8 Confidential and
Proprietary Information. Medical Practice and Practice Manager acknowledge
the confidentiality of its relationship with Practice Manager and Medical
Practice and of any Confidential Information which it may learn or obtain
during the Term of this Agreement. For purposes of this Agreement, “Confidential
Information” includes, but is not limited to all books, manuals, documents,
materials, business or technical information, trade secrets, systems, and
strategy concerning Practice Manager’s business plans or policies related to
the Management Services described hereunder, and not otherwise available to the
public domain. Medical Practice shall not, either during the Term of this
Agreement or at any time after the expiration or sooner termination thereof,
directly or indirectly, disclose to any person or entity other than employees,
agents or independent contractors engaged by Medical Practice, any Confidential
Information obtained or learned by Medical Practice. Further, Medical Practice
agrees to place any person, including all Physicians, Technical, Administrative
and Professional Personnel to whom Confidential Information is disclosed for
the purpose of performance, under legal obligation to treat Confidential
Information as strictly confidential.


 


6.9 Provision of Medical
Services. Medical Practice recognizes and acknowledges that Practice
Manager will incur substantial costs in providing office, equipment, support
services, personnel, marketing, management, administration, and other items and
services that are the subject matter of this Agreement. The parties also
recognize that the services to be provided by Practice Manager will be feasible
only if Medical Practice operates an active practice to which the Physicians
associated with Medical Practice devote their full time and attention. Medical
Practice shall use its best efforts to obtain and enforce formal agreements
from its shareholders and physician employees pursuant to which the Physicians
agree to devote their full time and attention to the practice of medicine as
described herein.


 


6.10 Non-Competition.
Medical Practice agrees that during the term of this Agreement and for a period
of five (5) years thereafter Medical Practice and its employees will not:


 


(i) render
medical services of type or nature provided by Medical Practice in the
preceding 12 month period, or other related treatment, personally or
participate in any capacity (for example, shareholder, partner or investor)
with someone who offers such services, except pursuant to this Agreement,
within a thirty (30) mile radius of any of the offices, or within a thirty (30)
mile radius of any practice or Hospital location to which Practice Manager
renders business operations and support services or other comparable services,
at the time of termination, (a list of which will be provided upon termination
of the Agreement) without the prior written consent of Practice Manager, as
applicable, which in its sole discretion may withhold consent; or


 


(ii) market
the Medical Practice’s services or assist others in marketing medical services
including medical and/or radiation oncology services in any area to


 


14

















 


which Practice Manager
markets such services at the time of termination. The Medical Practice also
agrees that it will not solicit or otherwise contact, or assist any other
person in contacting, patients treated at RADS.


 


VII. Financial
Arrangement.


 


7.1 Amount of Management
Fee. Medical Practice and Practice Manager mutually recognize and
acknowledge that Practice Manager will incur substantial costs and risks in
providing the management administration, and other items and services that are
the subject matter of this Agreement. It is the intent of the parties that the
fees paid to Practice Manager approximate its costs and expenses plus a rate of
return reflective of the magnitude of the investment and high risk taken by
Practice Manager and the value of the services provided by Practice Manager. In
consideration of the services to be furnished by Physician Shareholders,
Medical Practice shall retain 1% of the Gross Patient Revenues collected from
radiation oncology services and pay a Management Fee equal to the balance of
Gross Collections (as defined in Subsection 7.2 herein) collected based on
services and goods provided during the Term or any Renewal Term including Gross
Collections collected following the Term or any Renewal Term hereof that are
based on such services and goods, after the payment of all reasonable Practice
and Practice Manager expenses.


 


7.2 Gross Collection.
“Gross Collections” shall include collections of any and all fees, charges and
accounts of medical practice which are due and payable on or after the
commencement date of this Agreement, notwithstanding the location where such
services were rendered, and shall include, without limitation, the following:


 


A. All capitation payments
payable to Medical Practice under managed care agreements, and any other
payments to Medical Practice under such agreements, including but not limited
to, all funds from shared risk pools under any risk-sharing arrangements
wherein Medical Practice is a provider of professional medical services;


 


B. Any and all coordination
of benefits and third-party liability recoveries;


 


C. Any and all revenues
derived by Medical Practice, its stockholder-physicians, employee-physicians or
independent contractor-physicians from any professional, community or education
programs or projects;


 


D. Any and all proceeds from
a policy or policies of business interruption insurance or stop-loss insurance
relating to Medical Practice, if any; and


 


E. Any and all revenues from
other sources of income including, but not limited to, interests, rental
income, real estate sales or lease, grants, and donations.


 


7.3 Payment of the
Management Fee. To facilitate the payment of the Management Fee, Medical
Practice expressly authorizes Practice Manager to draw its Management Fee from
the Medical Practice Account on the fifth business day of each calendar month
(or on the date of expiration or termination of this Agreement if not on the
first business day of a calendar month)


 


15

















 


following the payment of all
Practice and Practice Manager’s expenses. The payment of the Management Fee
shall commence during the second calendar month of the Term and continue
monthly thereafter, and shall be based upon the Gross Collections during the
immediately preceding calendar month.


 


Practice Manager shall have
the right to obtain loans for any business purpose the Practice Manager deems
reasonable either on behalf of Medical Practice or for Practice Manager and to
use any or all tangible and intangible assets of the Medical Practice as
collateral for these loans from financial institutions whether or not such
loans are obtained in the name of Practice Manager or Medical Practice.


 


VIII. Term
and Termination.


 


8.1 Initial and Renewal
Terms. The Term of this Agreement shall commence on the Closing Date which
shall be on or before October 15, 2000, and shall terminate 30 years
thereafter. Notwithstanding the foregoing, this Agreement shall be reviewed
annually and the 30 year termination date automatically extended for additional
one year periods, unless written notification is given by ACT not less than 60
days prior to October 14, 2001, and each October 14th thereafter. All terms and conditions contained
in this Agreement shall remain in full force and effect during the Renewal
Term.


 


8.2 Termination.


 


A. Termination by
Practice Manager. This Agreement may be terminated by Practice Manager upon
the occurrence of any of the events set forth below.


 


1.
The revocation, suspension, cancellation, surrender, or restriction of the
Managing Physician’s license to practice medicine in the State;


 


2.
The revocation, suspension, cancellation, surrender, or restriction of any
Physician’s license or DEA number to practice medicine in the State, and the
failure by Medical Practice to cause such Physician to cease the rendering of
Medical Services on behalf of Medical Practice;


 


3.
Medical Practice’s loss or suspension of its Medicare or Medicaid provider
number and/or Medical Practice’s restriction from treating beneficiaries of the
Medicare or Medicaid programs, or other major existing contracted managed care
entities;


 


4.
The dissolution of Medical Practice or the filing of a voluntary petition in
bankruptcy, an assignment for the benefit of creditors, or any other action
taken voluntarily or involuntarily under any state or federal statute for the
protection of debtors;


 


16














 


5.
The transfer of any percentage of the voting ownership interests or control of
Medical Practice to any person or entity (other than one in which Medical
Practice owns or controls a one hundred percent (100%) voting interest) without
Practice Manager’s written consent; and


 


6.
The death or permanent disability of the Managing Physician.


 


7.
In the event of a material change in the Medical Practice, including but not
limited to personnel, regulatory, reimbursement and other changes.


 


B. Termination by Agreement.
If Medical Practice and Practice Manager shall mutually agree in writing, this
Agreement may be terminated on the date specified in the written agreement.


 


C. Legislative,
Regulatory or Administrative Change. If there shall be a change in the
Medicare or Medicaid laws, regulations or general instructions, the adoption of
new legislation, or a change in any third-party reimbursement system, any of
which materially affects the manner in which either party may perform or be
compensated for its services under this Agreement, the parties shall
immediately propose a new service arrangement or basis for compensation for the
services furnished pursuant to this Agreement. If such notice of new service
arrangement or basis for compensation is given in writing to Practice Manager,
and if Practice Manager on behalf of Medical Practice is unable, within ninety
(90) days thereafter, to arrive at a new service arrangement or basis for
compensation, either party may terminate this Agreement by providing the other
party with written notice at least thirty (30) days prior to the specified
termination date. Medical Practice shall continue its liability to Practice
Manager for all expenses incurred by Practice Manager on behalf of Medical
Practice including all Medical Practice’s liabilities to Practice Manager who
will continue to hold the Power of Attorney to direct the sale and transfer of
stock so as to pay all Practice Manager’s debts and obligations.


 


D. Termination on Notice
of Default. If either party shall give notice to the other that the other
party has substantially defaulted in the performance of any obligation under
this Agreement, and the default shall not have been cured within sixty (60)
days following the giving of the notice, the parties will obtain three (3) mutually
agreeable arbitrators who will either resolve the issues of disagreement or
will arbitrate and decide as to whether the Agreement must be terminated.
Except as provided in Section 9.8, the expense of such Arbitration shall
be paid 50% by the Practice Manager and 50% to be allocated proportionately
among the Shareholders of Medical Practice. Until the final decision of the
Arbitration, Practice Manager shall continue as the Practice Manager under this
Agreement.


 


8.3 Effects of
Termination. Upon termination of this Agreement, as hereinabove provided in
8.2(4)(B) or (C), neither party shall have any further obligations under
this Agreement except for (i) obligations accruing prior to the date of
termination, including, without limitation, payment of the Management Fee
relating to services provided prior to the termination of this Agreement, and (ii) obligations,
promises, or covenants set forth in this Agreement that are expressly made to
extend beyond the Term, including, without limitation, indemnity and
confidentiality 


 


17

















 


provisions, which provisions
shall survive the expiration or termination of this Agreement. Upon termination
or default by Medical Practice, Practice Manager in addition to the remedies
set forth above shall be entitled to recover the acquisition costs of the
Medical Practice and equipment, and any funds advanced to permit the redemption
of stock. In effectuating the provisions of this Section, Medical Practice
specifically acknowledges and agrees that Practice Manager shall continue to
collect and receive on behalf of Medical Practice for a period of one hundred
eighty (180) days following the date of such termination, all cash collections
from accounts receivable in existence at the time this Agreement is terminated,
it being understood that such cash collections will represent, in part,
Practice Manager’s Management Fee for management services already rendered.


 


Practice Manager and Medical
Practice agree that Practice Manager’s contract with Medical Practice is of
significant value. As such, in the event Medical Practice terminates this
Agreement with or without cause, before its term, the Practice Manager is
entitled to obtain from Medical Practice, a sum equal to the total fair market
value of the Medical Practice as of the day before the termination.


 


In any event, if Medical
Practice exercises its option to terminate Practice Manager’s Agreement, the
following will become immediately due and payable by Medical Practice:


 


A.                      All loans
obtained by Practice Manager on behalf of Medical Practice, or owed by Medical
Practice to Practice Manager or to third party.


 


B.                        All loans
obtained by Practice Manager for the benefit of Medical Practice whether in
Practice Manager’s or Medical Practice’s name.


 


C.                        All loans,
balance of leases and contracts, taken for the benefit of Medical Practice
obtained by Practice Manager and/or Medical Practice.


 


D.                       Any and all
loans that Practice Manager and/or President of Practice Manager has guaranteed.


 


E.                         The expected
balance of future value of Practice Manager’s contract with Medical Practice.


 


F.                         A lump sum for
the balance of the compensation of all Practice Manager’s employees for the
remainder of all such employment/independent contractors’ contracts.


 


G.                        All fringe
benefits for the remainder of the term under the employment contracts.


 


18

















 


IX. Miscellaneous.


 


9.1 Dispute Resolution.


 


Any dispute which may arise
under or pursuant to this Agreement shall be exclusively submitted to and
governed by the determination reached as a result of arbitration in the County
of Oakland consistent with the Commercial Arbitration Rules of the
American Arbitration Association in effect at the time of any such dispute
(although it need not be conducted under the auspices of the American
Arbitration Association). The arbitration shall be conducted by a panel of
three arbitrators, each of whom must be an attorney or certified public
accountant licensed to practice in the State of Michigan, except where the
matter in dispute is clinical in nature, in which case, the third mutually
agreed to arbitrator shall be a physician, licensed to practice allopathic or
osteopathic medicine in the State of Michigan, who is not an interested person.
One arbitrator shall be selected by each of the parties subject to the
arbitration, and those two arbitrators shall select the third arbitrator. Each
arbitrator shall execute an agreement with the parties which shall provide as
follows:


 


(a) Each arbitrator
shall accept the appointment and agree to complete the arbitration with
reasonable diligence, and pursuant to a majority vote and otherwise in
accordance with the then pertaining Commercial Arbitration Rules of the
American Arbitration Association (which shall administer the arbitration if it
agrees to do so);


 


(b) Each arbitrator
shall agree to keep all information made available to him with respect to
Practice Manager and Medical Practice in strict confidence; and


 


(c) The parties to the
arbitration shall agree to be jointly responsible for the costs of the
arbitration (including the hourly charges of the arbitrators at their customary
levels), which in turn may be awarded to any or all parties to the arbitration
as the arbitrators shall determine.


 


A demand for arbitration
shall be made within six (6) months after the claim shall have accrued,
plus the time of any written extensions given to the party demanding
arbitration from the other party. The foregoing requirement for arbitration shall
not foreclose the institution of litigation by any party hereto in the Oakland
County Circuit Court (in which exclusive jurisdiction and venue is
acknowledged) seeking immediately injunctive relief for a breach of the
provisions of this Agreement pending the outcome of arbitration or to compel
the arbitration process. Any arbitration award shall be entitled to enforcement
by decree of any court of competent jurisdiction and shall be final and binding
upon all parties hereto or claiming an interest herein. Arbitration may proceed
in the absence of any party who fails or refuses to attend after notice deemed
by the arbitration panel to be appropriate.


 


9.2 Administrative
Services Only. Except as Agent of Medical Practice, nothing in this
Agreement is intended or shall be construed to allow Practice Manager to
exercise control or direction over the manner or method by which Medical
Practice and its Physicians perform Medical Services. The rendition of all
Medical Services, including but not limited to, the prescription or


 


19

















 


administration of medicine
and drugs, shall be the sole responsibility of Medical Practice and its
Physicians and Practice Manager shall not interfere in any manner or to any
extent therewith. Nothing in this Agreement shall be construed to permit
Practice Manager to engage in the practice of medicine, it being the intention
of the parties that the services to be rendered to Medical Practice by Practice
Manager are solely for the purpose of providing management and administrative
services so that Medical Practice can devote its full time and energies
rendering patient treatment services and to the provision of Medical Services
to its patients.


 


9.3 Status of Contractor.
It is expressly acknowledged that the parties are independent contractors, and
nothing in this Agreement is intended and nothing shall be construed to create
an employer-employee, partnership, joint venture, or other type of
relationship, or to allow either party to exercise control or direction over
the manner or method by which the other performs the services that are the
subject matter of this Agreement; provided, however, that the services to be
provided under this Agreement shall always be furnished in a manner consistent
with the standards governing those services and the provisions of this
Agreement. Each party understands and agrees that (i) the other will not
be treated as an employee for federal income tax purposes, (ii) except in
cases by leased employees, neither will withhold on behalf of the other any
sums for income tax, unemployment insurance, social security, or any other
withholding pursuant to any law or requirement of any governmental body or make
available any of the benefits afforded to its employees, (iii) all of such
payments, withholdings, and benefits, if any, are the sole responsibility of
the party incurring the liability, and (iv) each will indemnify and hold
the other harmless from any and all loss or liability arising with respect to
such payments, withholdings, and benefits, if any.


 


9.4 Notices. Any
notice, demand, or communication required, permitted, or desired to be given
under this Agreement shall be in writing and shall be deemed given if delivered
in person or deposited in United States Mail, postage prepaid, registered or
certified mail, return receipt requested, addressed to the parties as set forth
opposite their respective names below:


 


	
  Medical Practice:

  	
   

  	
  RADS, P.C. Oncology
  Professionals 

  
	
   

  	
   

  	
  Attention: Practice
  Manager 

  
	
   

  	
   

  	
  28595 Orchard Lake Road,
  Suite 110 

  
	
   

  	
   

  	
  Farmington Hills, MI 48334

  
	
   

  	
   

  	
   

  
	
  Practice Manager:

  	
   

  	
  American Consolidated
  Technologies 

  
	
   

  	
   

  	
  Attention: Farideh R.
  Bagne, Ph.D, J.D. 

  
	
   

  	
   

  	
  28595 Orchard Lake Road,
  Suite 110 

  
	
   

  	
   

  	
  Farmington Hills, MI 48334

  



 


or to another address, or to
the attention of another person or officer, that either party may designate by
written notice. Notice shall be deemed given if personally served on the date
it is personally delivered, or if mailed, the date it is deposited in the mail
in accordance with the foregoing.


 


9.5 Governing Law.
This Agreement shall be governed by the laws of the State of Michigan and is
performable and shall be enforceable in Oakland County, Michigan.


 


20

















 


9.6 Assignment.
Except as may be specifically provided in this Agreement to the contrary, this
Agreement shall inure to the benefit of and be binding upon the parties and
their respective legal representatives, successors, and assigns; provided,
however, that Medical Practice may not assign this Agreement without the prior
written consent of Practice Manager, which consent Practice Manager may
withhold in its sole discretion.


 


9.7 Waiver of Breach.
The waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as or be construed to constitute a waiver of any
subsequent breach of the same or another provision.


 


9.8 Enforcement. Each
party waives its right to any legal action, except by means of arbitration, to
enforce or interpret any provision of this Agreement. The prevailing party
shall be entitled to recover the costs and expenses of arbitration, including
without limitation, reasonable attorney’s fees.


 


9.9 Gender and Number.
Whenever the context of this Agreement requires, the gender of all words shall
include the masculine, feminine, and neuter, and the number of all words shall
include the singular and plural.


 


9.10 Additional
Assurances. Except as may be specifically provided in this Agreement to the
contrary, the provisions of this Agreement shall be self-operative and shall
not require further agreement by the parties; except by mutual agreement of the
parties.


 


9.11 Consents, Approvals,
and Exercise of Discretion. Whenever this Agreement requires any consent or
approval to be given by either party or either party must or may exercise
discretion, the parties agree that the consent or approval shall not be
unreasonably withheld or delayed and that the discretion shall be reasonably
exercised.


 


9.12 Force Majeure.
Neither party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or other interruption of services
deemed to result, directly or indirectly, from acts of God, civil or military
authority, acts of public enemy, war, accidents, fires, explosions,
earthquakes, floods, failure of transportation, third party actions against
Medical Practice and/or Practice Manager, strikes or other work interruptions
by either party’s employees, or any other similar cause beyond the reasonable
control of either party unless the delay or failure in performance is expressly
addressed elsewhere in this Agreement.


 


9.13 Severability.
The parties have negotiated and prepared the terms of this Agreement in good
faith and with the intent that every term, covenant, and condition be binding
upon and inure to the benefit of the respective parties. Accordingly, if any
one or more of the terms, provisions, promises, covenants, or conditions of
this Agreement or the application thereof to any person or circumstance shall
be adjudged to any extent invalid, unenforceable, void, or voidable for any
reason whatsoever by a court of competent jurisdiction, that provision shall be
as narrowly construed as possible, and all the remaining terms, provisions,
promises, covenants, and conditions of this Agreement or their application to
other persons or circumstances shall not be affected thereby, and shall be
valid and enforceable to the fullest extent permitted by law. To the extent
this Agreement


 


21

















 


is in violation of
applicable law, the parties agree to negotiate in good faith to amend the
Agreement to the extent possible to remain consistent with its purposes and to
conform to applicable law.


 


9.14 Survivability.
Notwithstanding the termination of this Agreement, the provisions of Sections
5.10, 5.11, 6.7, 6.8, 7.1 and 8.3 shall survive.


 


9.15 Divisions and
Headings. The division of this Agreement into articles, sections, and
subsections and the use of captions and headings in connection therewith is
solely for convenience and shall riot affect in any way the meaning or
interpretation of this Agreement.


 


9.16 Amendments and
Agreement Execution. This Agreement and its amendments, if any, shall be in
writing and executed in multiple copies on behalf of Medical Practice by its
duly authorized officer and on behalf of Practice Manager by its duly
authorized officer. Each multiple copy shall be deemed an original, but all
multiple copies together shall constitute one and the same instrument.


 


9.17 Entire Agreement.
With respect to the subject matter of this Agreement, this Agreement supersedes
all previous contracts except the Binding Letter of Intent, and together with
the Durable Power of Attorney Agreement, constitutes the entire Management
Agreement between the parties. No prior oral statements or contemporaneous
negotiations or understandings or prior written material not specifically
incorporated into this Agreement shall be of any force and effect, and no
changes in or additions to this Agreement shall be recognized unless
incorporated by amendment as provided in this Agreement, such amendment(s) to
become effective on the date stipulated in the amendment(s). The parties
specifically acknowledge that in entering into and executing this Agreement,
the parties rely solely upon the representations and agreements in this
Agreement and upon no other.


 


9.18 Contingency. The
effectiveness of this Agreement is contingent upon the acquisition by Bagne of
any and all interests of Donald G. Bronn, M.D. in Medical Practice, and a
Limited Durable Power of Attorney between any new shareholders and Bagne
granting Bagne certain authority over shares in Medical Practice held by all
other shareholders.


 


IN WITNESS
WHEREOF, Medical Practice and Practice Manager have caused
this Agreement to be executed by their duly authorized representatives as of
the day and year first above written.


 


	
  MEDICAL
  PRACTICE:

  	
   

  	
  PRACTICE
  MANAGER:

  
	
   

  	
   

  	
   

  
	
  RADS,
  P.C. ONCOLOGY PROFESSIONALS,

  	
   

  	
  AMERICAN
  CONSOLIDATED

  
	
  a Michigan professional
  corporation

  	
   

  	
  TECHNOLOGIES,
  a Michigan Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark J. Fireman

  	
   

  	
  By:

  	
  /s/ Farideh R. Bagne

  
	
   

  	
  Mark J. Fireman, M.D.

  	
   

  	
   

  	
  Farideh R. Bagne, Ph.D.,
  J.D.

  
	
  Its:

  	
  President

  	
   

  	
  Its:

  	
  Partner

  



 


22

















 


	
  STATE OF MICHIGAN

  	
  )

  
	
  STATE OF OAKLAND

  	
  )ss.

  



 


Before me this 19th day of
August, 2000 did personally appear Mark J. Fireman, M.D. President of RADS,
P.C. Oncology Professionals and being first duly sworn did execute the
foregoing instrument on behalf of RADS, P.C. Oncology Professionals.


 


 


	
   

  	
  /s/ Nancy J. Beck

  
	
   

  	
  Notary Public

  



 


[STAMP]


 


	
  STATE OF MICHIGAN

  	
  )

  
	
  STATE OF OAKLAND

  	
  )ss.

  



 


Before me this 19th day of
August, 2000 did personally appear Farideh R. Bagne, Ph.D., J.D., Partner of
American Consolidated Technologies and being first duly sworn did execute the
foregoing instrument on behalf of American Consolidated Technologies.


 


 


	
   

  	
  /s/ Nancy J. Beck

  
	
   

  	
  Notary Public

  



 


[STAMP]


 


23