Exhibit 10.59


 


ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENT


 


This Addendum (the “Addendum”)
is entered into as of January 1, 2006, by and between NEW ENGLAND RADIATION
THERAPY MANAGEMENT SERVICES, INC., a Massachusetts corporation (“MANAGEMENT
SERVICES”) and MASSACHUSETTS ONCOLOGY SERVICES, P.C., a Massachusetts
professional corporation (the “PC”). This Addendum amends Section 3.1 of the
Administrative Services Agreement dated June 1, 2005 between the parties (the “Agreement”)
to adjust the monthly Service Fee of $89,166.67 paid in 2005 to a monthly
Service Fee of $133,333.33. 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
$133,33.33. 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:

  	
  NEW ENGLAND RADIATION

  
	
   

  	
  THERAPY MANAGEMENT
  SERVICES, 

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Koeninger

  
	
   

  	
   

  	
  David Koeninger

  
	
   

  	
   

  	
  Vice President and CFO

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  MASSACHUSETTS ONCOLOGY

  
	
   

  	
  SERVICES, P.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
  Daniel E. Dosoretz, M.D.

  
	
   

  	
   

  	
  President

  



 


The above Addendum Amends
Section 3(a) of the Management Services Agreement (“MSA”), dated June 1, 2005,
between the parties.  The above
referenced Administrative Services Agreement between the parties does not
exist.


 

















 


EXECUTION COPY


 


MANAGEMENT SERVICES AGREEMENT


 


MANAGEMENT SERVICES
AGREEMENT made as of the 1st day of June 2005, between New
England Radiation Therapy Management Services, Inc., a Massachusetts
corporation (“Manager”) and Massachusetts Oncology Services, P.C., a
Massachusetts professional corporation (the “P.C.”).


 


RECITALS:


 


1.                            The P.C. wishes
to engage Manager to provide it with certain facilities, equipment, supplies
and administrative services to assist the P.C. in the provision of radiation
oncology services at the P.C.’s physician office practice (the “Practice”)
located at 5 Hospital Center Drive, Holyoke, Massachusetts (the “Premises”).


 


2.                            Manager agrees
to provide the P.C. with certain office facilities, equipment, supplies and
administrative services in order to assist the P.C. in its conduct of the
Practice in accordance with the terms hereof.


 


3.                            The parties
have elected to enter into this Agreement to memorialize their obligations, as
well as their agreements with respect to the provision of facilities,
equipment, personnel, supplies and services by Manager to the P.C. for the
Practice at the Premises.


 


NOW, THEREFORE, for good and
valuable consideration, the parties agree as follows:


 


1.                            Services to be
Rendered.


 


(a)                                  Manager hereby
grants the P.C. a license to utilize the Premises and the P.C. agrees to
license such Premises from Manager. Manager shall make all arrangements for and
pay all costs associated with the utilities necessary for the operation of the
P.C.’s medical offices at the Premises, including, without limitation,
electricity, water, gas, telephone, waste (office and medical, including
radioactive medical waste) collection and removal and janitorial services at
the Premises.


 


(b)                                 Manager hereby
grants the P.C. a license to utilize such furniture, fixtures and equipment at
the Premises as are described on Exhibit A hereof (the “Equipment”) and
the P.C. agrees to license the use of such Equipment from Manager. The
Equipment, together with the Premises, are hereinafter referred to as the “Office.”
The Equipment listed on Exhibit A is deemed reasonable and necessary by
the parties for the proper and efficient operation of the Practice. Manager
shall maintain all Equipment in good repair, condition and working order, and
shall furnish all parts and services for the Equipment reasonably required
therefore including, without limitation, preventative and routine maintenance
as necessary and appropriate, as determined by Manager upon consultation with
the P.C., to maintain the Equipment in an acceptable state of repair and
serviceability. The Equipment provided hereunder shall, at all times, be and
remain the property of Manager. The P.C. shall not cause or permit the
Equipment to be subject to any lien, levy, attachment, encumbrance or charge,
or to any judicial process of any kind whatsoever, and shall not remove the
Equipment from the Premises without the prior written consent of Manager.


 

















 


(c)                                  Manager also
agrees to provide the P.C. with certain personnel at or in connection with the
services at the Office. The P.C. agrees to engage Manager to provide it with
such administrative services and personnel, which shall include:


 


(i)                                     General Management. Manager shall
have authority and responsibility to manage, conduct and administer the
day-to-day administrative and non-professional operations of the Office and
shall perform those functions pursuant to the terms of this Agreement and
consistent with applicable laws, rules and regulations.


 


(ii)                                  Supplies. Manager shall
provide the P.C. with such office and medical supplies as are necessary for
patient care and treatment and the operation of the Office by the P.C. as
reasonably determined by the Manager upon consultation with the P.C.


 


(iii)                               Scheduling. Manager shall
maintain patient appointment scheduling services on behalf of the P.C., which
services shall include obtaining all appropriate pre-certification,
demographic, insurance and related materials with respect to patients.


 


(iv)                              Licensing, Inspection
and Regulatory Fees. Manager shall be responsible for all licensing,
inspection and regulatory fees incurred in connection with the services
provided hereunder.


 


(v)                                 Personnel. Manager shall
provide, on behalf of the P.C., all non-professional support personnel
including, but not limited to, technicians radiation therapists (such
technicians and therapists are hereinafter referred to as “Leased Personnel”),
physicists, dosimetrists, receptionists, secretaries, clerks, management
personnel and/or other personnel as necessary, as reasonably determined by the
Manager. Manager shall be responsible for recruiting, training, managing,
supervising, compensating and terminating such personnel. Manager shall be responsible
for all salaries, fringe benefits, taxes and insurance necessary with respect
to such individuals.


 


(d)                                 Leased
Personnel shall remain employees of Manager, and not employees of the P.C. At
such times as the Leased Personnel are providing services on the P.C.’s behalf,
the P.C. shall have authority and responsibility for (i) the supervision and
control of the Leased Personnel (while providing services on Practice’s
behalf); (ii) determining the means and methods by which each Leased Personnel
provides services hereunder; and (iii) determining charges for the Leased
Personnel’s services.


 


2.                            Term. The term of
this Agreement shall commence as of June 1, 2005 and, shall, unless sooner
terminated as herein, continue until May 31, 2025 and shall thereafter be
automatically renew for two (2) successive sixty (60) month terms, unless
terminated earlier as provided herein.


 


3.                            Fees.


 


(a)                                  Management Fee. In
consideration of the services being provided hereunder by Manager, the P.C.
shall pay Manager an amount equal to $89,167 per month (the “Management Fee”).


 


2

















 


(b)                                 Manner of
Payment. Payment by the P.C. of the Management Fee shall be due no later than
the fifth (5th) day of the
month following the last day of the month in which services were rendered by
Manager hereunder.


 


4.                            Billing and
Collections. Manager shall through its affiliate, Financial
Services of Southwest Florida, LLC, provide billing and collection services on
behalf of the P.C.


 


5.                            Representations
of the P.C. The P.C. hereby makes the following
representations, warranties and covenants to Manager, each of which shall be
true as of the date hereof and shall continue to be true during the term of
this Agreement:


 


(a)                                  Licensed
Providers. Each physician engaged by the P.C. to provide
services at the Office shall be duly licensed to practice medicine in the
Commonwealth of Massachusetts and shall be board certified or board eligible in
the specialty of radiology and shall maintain professional liability insurance
in minimum amounts of $l,000,000/$3,000,000 per annum.


 


(b)                                 Permits. Each of the
P.C. and each physician providing services on behalf of the P.C. shall have all
necessary licenses, certificates, permits, approvals, franchises, notices and
authorizations issued by governmental entities or other regulatory authorities,
federal, state or local, required for the ownership and operation of the P.C.
and the operation of the Practice.


 


(c)                                  DoN Exemption. Under
Massachusetts law, the P.C. operates therapeutic equipment to provide an
innovative service pursuant to a physician office exemption of the
Determination on Need (DoN) law. At all times during the term of the Agreement,
the P.C. shall maintain the authority to operate said therapeutic equipment in
accordance with the DoN provisions.


 


(d)                                 No Encumbrances. Title to the
Equipment and other property provided by Manager hereunder shall remain with
Manager. The P.C. shall not take any action which would adversely affect or
encumber Manager’s title or interest in the Equipment.


 


(e)                                  Responsibility
for Medical Services. The P.C. shall be and remain fully responsible for
all medical services provided at the Office. In no event shall Manager be
deemed to be engaged in the practice of medicine.


 


(f)                                    Duly Authorized. This
Agreement has been duly authorized, executed and delivered by the P.C. and is
binding upon.


 


(g)                                 Duly Organized. The P.C. is
duly organized under the laws of the Commonwealth of Massachusetts and
authorized and qualified to do all things required of it under this Agreement.


 


(h)                                 Capacity to
Contract. The P.C. has the capacity and authority to fulfill
the obligations required of it hereunder and nothing prohibits or restricts the
right or ability of the P.C. to carry out the terms hereof.


 


3

















 


(i)                                     Violations of
Law. Neither the P.C. nor any agreement, document or instrument executed
or to be executed by it in connection with this Agreement, or anything provided
in or contemplated by this Agreement, does or will violate any applicable law, rule
or regulation or breach, invalidate, cancel, make inoperative or interfere
with, or result in acceleration of maturity of, any contract or agreement to
which the P.C. is bound which would affect Manager’s rights hereunder.


 


6.                            Manager’s
Representations. Manager hereby makes the following
representations, warranties, and covenants to the P.C., each of which shall be
true as of the date hereof and shall continue to be true during the term of
this Agreement:


 


(a)                                  Title. Manager is
the lessee of the Premises and the Equipment and, in its capacities as such, is
entitled to license the Office to the P.C.;


 


(b)                                 Duly Authorized. This
Agreement has been duly authorized, executed and delivered by Manager and is
binding upon it;


 


(c)                                  Duly Organized. Manager is
duly organized under the laws of the Commonwealth of Massachusetts and
authorized and qualified to do all things required of it under this Agreement;


 


(d)                                 Capacity to
Contract. Manager has the capacity and authority to fulfill
the obligations required of it hereunder and, to the best of Manager’s
knowledge and belief, nothing prohibits or restricts the right or ability of
Manager to carry out the terms hereof; and


 


(e)                                  Violations of
Law. Neither Manager nor any agreement, document or instrument executed or
to be executed in connection with this Agreement, or anything provided in or
contemplated by this Agreement, does or will, to the best of Manager’s
knowledge and belief, violate any applicable law, rule or regulation or breach,
invalidate, cancel, make inoperative or interfere with, or result in
acceleration of maturity of, any contract or agreement to which Manager is
bound which would affect the rights of the P.C. hereunder.


 


7.                            Operation of
Office. In the performance of their respective obligations hereunder, the
P.C. and Manager shall comply with all applicable regulations and laws
(including, without limitation, applicable zoning regulations and rules and
regulations governing the practice of medicine) reasonably necessary to ensure
to it that the Office is in compliance with the rules and regulations of all
regulatory bodies, agencies or authorities having jurisdiction over the Office.


 


8.                            Assignment.


 


(a)                                  The P.C. shall
not:


 


(i)                                     assign,
mortgage or encumber this Agreement, or sublease or sublicense the Office or
any part of it, or permit its use by others for any purpose unless Manager
gives the its prior written consent, which consent may be withheld in Manager’s
sole discretion;


 


(ii)                                  pledge, loan,
create a security interest in, or abandon possession of, the Office;


 


4

















 


(iii)                               attempt to
dispose of the Office or any part of it; or


 


(iv)                              permit any
liens or legal process arising by, through or under the P.C., to be incurred or
levied on the Office or any part thereof.


 


(b)                                 Any action
taken by the P.C. in contravention of the provisions of Section 8(a) shall be
void ab  initio.


 


9.                            Casualty.


 


(a)                                  If the Premises
or Equipment are damaged or partially destroyed by fire or other casualty
whereby the Premises are partially tenantable and the Equipment is at least
partially usable for the purposes intended hereunder, and if in Manager’s
reasonable opinion, which shall be rendered within thirty (30) days of the
occurrence of said damage, said damage can be fully repaired within ninety (90)
days after the occurrence of the damage, Manager shall repair, at Manager’s
cost (or through the use of insurance proceeds) such damage with all due
diligence from the date of the casualty and the P.C. shall continue to occupy
and utilize the Office.


 


(b)                                 If said damage
or partial destruction cannot, in the opinion of Manager, be fully repaired
within such ninety (90) day period or if the damage or destruction has rendered
the Premises wholly untenantable or the Equipment wholly unusable, Manager
shall, within thirty (30) days of the occurrence of said damage, decide whether
to elect to cancel this Agreement or put (or cause to be put) the Premises and
Equipment in good repair and condition (including the substitution of
Equipment, if necessary). Such repairs must be completed of completion within
one hundred-twenty (120) days of the determination by Manager that such damage
is susceptible to repair, or either party shall have the right to terminate
this Agreement.


 


10.                      Surrender of
Office. Upon the termination of this Agreement, the P.C., at its own expense,
shall immediately (i) relinquish control of the Office, (ii) vacate the
Premises, and (iii) remove all of its personal property, together with all
liens, encumbrances and rights of others created by or suffered to exist by the
actions or inactions of the P.C. and all amounts due and owing by the P.C. to
Manager shall be due and payable in accordance with the terms of this
Agreement.


 


11.                      Independent
Contractor.


 


(a)                                  This Agreement
is by and between Manager and the P.C. and is not intended, and shall not be
construed, to create an employment relationship, partnership or other such
association as between the parties. Each party is an independent contractor of
the other.


 


(b)                                 Neither Manager
nor its employees or agents shall look to the P.C. for vacation pay, sick
leave, retirement benefits, Social Security, worker’s compensation, disability
or unemployment insurance benefits, or other employee benefits; nor shall the
P.C. or its employees look to Manager for the same.


 


(c)                                  In performing
the services required hereunder, the P.C. and its physician-employees and
contractors shall exercise independent professional judgment. Manager shall not


 


5

















 


exercise any control over
matters of the P.C. involving the exercise of professional medical judgment.


 


(d)                                 In the event
the Internal Revenue Service or any other governmental agency shall, at any
time, question or challenge the independent contractor status of either party,
the party who received notice of same shall promptly notify the other party and
afford the other party the opportunity to participate in any discussion or
negotiation with the Internal Revenue Service or other governmental agency,
irrespective of by whom such discussions or negotiations are initiated. The
other party shall participate in any such discussions or negotiations to the
extent permitted by the Internal Revenue Service or other governmental agency.


 


(e)                                  All medical
records with respect to the P.C.’s patients shall belong to the P.C. During the
term of this Agreement, such records shall be stored at the P.C. Upon any
termination of this Agreement, the P.C., at its own expense, shall remove such
records from the Office. Notwithstanding the foregoing, the Manager shall be
provided with access to such records, as requested, for billing and all other
reasonable purposes. Manager’s rights hereunder shall expressly survive any
termination of this Agreement.


 


12.                      Default by the
P.C.


 


(a)                                  The occurrence
of any one of the following shall constitute a default by the P.C. hereunder:


 


(i)                                     If the P.C.
fails to pay the Management Fees when due;


 


(ii)           If the P.C. attempts to or actually
does remove, sell, transfer, encumber, subleases, sublicenses or part with
possession of the Equipment, or vacates or abandons the Premises;


 


(iii)          If the P.C. fails to observe or
perform any of its other obligations hereunder in any material respect and such
failure continues uncured for a period of thirty (30) days after written notice
thereof to the P.C. from Manager or, if such failure cannot be cured within
such thirty (30) day period, the P.C. has failed to commence to cure such
failure within such thirty (30) day period and diligently proceed to effect
such cure;


 


(iv)          If the P.C. (A) ceases to practice
medicine, in the specialty of radiation oncology, at the Office; (B) makes an
assignment for the benefit of creditors; (C) admits in writing its inability to
pay its debts as they become due; (D) files a petition seeking reorganization,
an arrangement, readjustment, or similar arrangement under any present or
future statute, law or regulation; (E) files an answer admitting the material
allegations of a petition filed against it in any such proceeding; or (F) consents
to or acquiesces in the appointment of a trustee, receiver or liquidator of all
or any substantial part of its assets or properties;


 


(v)           If, within sixty (60) days after the
commencement of any proceedings against the P.C. seeking reorganization or
similar relief under any present or future statute, law or regulation, such
proceedings shall have not been dismissed, or if within sixty (60) days after
the appointment (without the P.C.’s consent or acquiescence) of any trustee,
receiver


 


6

















 


or liquidator of all or any
substantial part of its assets or properties, such appointment shall not have
been vacated;


 


(vi)                      If the P.C. is
finally determined, by an appropriate governing body or court, to have violated
any applicable law, rule, regulation or ethical standard arising out of the
conduct of the practice of medicine at the Office.


 


(b)            Upon a default by the P.C.,
Manager shall have the right, upon written notice to the P.C, to terminate this
Agreement and:


 


(i)                             take possession
of the Office and remove the P.C. or other occupants with their effects; and/or


 


(ii)                          dispose of,
hold, use, license, or lease the Office, or any part thereof, as Manager in its
sole discretion may determine.


 


13.                      Default by
Manager.


 


(a)                                  The occurrence
of any one of the following shall constitute a default by Manager hereunder.


 


(i)                                     If Manager
fails to observe or perform any of its obligations hereunder in any material
respect and such failure continues uncured for a period of forty-five (45) days
after written notice thereof to Manager from the P.C. or, if such failure
cannot be cured within such forty-five (45) day period, the Manager has failed
to commence to cure such failure within such forty-five (45) day period and
diligently proceed to effect such cure;


 


(ii)                                  If Manager: (A)
makes an assignment for the benefit of creditors; (B) admits in writing its
inability to pay its debt as they become due; (C) files a petition seeking
reorganization and arrangement, readjustment or similar arrangement under the
present or future statute, law or regulation, if any present or future; (D) files
an answer admitting the material allegations of a petition filed against it and
any such proceeding; or (E) consents to or acquiesces in the appointment of a
trustee, receiver, or liquidator of all or any part of its assets or
properties; or


 


(iii)                               If, within
sixty (60) days after the commencement of any proceedings against Manager
seeking reorganization or similar relief under any present or future statute,
law or regulation, such proceedings shall have not been dismissed, or if within
sixty (60) days after the appointment (without Manager’s consent or
acquiescence) of any trustee, receiver or liquidator of all or any substantial
part of its assets or properties, such appointment shall not have been vacated.


 


(b)                                 Upon a default
by Manager, the P.C. shall have the right, upon written notice to Manager, to
terminate this Agreement.


 


14.                      Termination. This
Agreement shall terminate upon the following events:


 


(a)                                  the mutual
written agreement of the parties;


 


7

















 


(b)                                 as provided in Section
2;


 


(c)                                  as provided in Section
9(b); or


 


(d)                                 as provided in
Sections 12 and/or 13.


 


15.                      Default In
Other Instances. In addition to and not in limitation of any of the
other provision of this Agreement, any failure on the part of Manager or the
P.C. to undertake any of their respective material obligations under this
Agreement or any agreement made or entered into in connection with this
Agreement shall constitute an event of default under this Agreement. Upon the
occurrence of an event of default, the non-defaulting party shall have all
remedies available at law and equity.


 


16.                      Miscellaneous.


 


(a)                                  Notices. Any notice or
other communication required or which may be given hereunder shall be in
writing and shall be delivered personally, sent by certified mail, postage
prepaid, return receipt requested or by a nationally recognized overnight courier,
and shall be deemed given when so delivered personally or by facsimile, or if
mailed, five (5) days after the date of mailing as follows:


 


	
  Manager:

  	
  New England Radiation
  Therapy

  
	
   

  	
  Management
  Services, Inc.

  
	
   

  	
  c/o 2234 Colonial
  Boulevard

  
	
   

  	
  Fort Myers, Florida 33907

  
	
   

  	
  Attention: David Koeninger

  
	
   

  	
   

  
	
  the P.C.:

  	
  Massachusetts Oncology
  Services, P.C.

  
	
   

  	
  c/o 2234 Colonial
  Boulevard

  
	
   

  	
  Fort Myers, Florida 33907

  
	
   

  	
  Attention: Daniel E.
  Dosoretz, M.D.

  



 


or to such other address and
to the attention of such other person(s) or officer(s) as either party may
designate by written notice.


 


(b)                                 Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
Commonwealth of Massachusetts without regard to its conflicts of law
principles.


 


(c)                                  Further
Instruments. At any time and from time to time, each party
shall, without further consideration and at its own expense, take such further
actions and execute and deliver such further instruments as may be reasonably
necessary to effectuate the purposes of this Agreement.


 


(d)                                 Entire
Agreement. This Agreement (including the exhibits hereto)
contains the entire understanding between the parties hereto with respect to
the transactions contemplated hereby and supersedes all prior agreements
between them, written or oral.


 


8

















 


(e)                                  Severability. In the event
that any term or provision of this Agreement is held to be illegal, invalid or
unenforceable under any applicable law, rule or regulation, such term or provision
shall be deemed severed from this Agreement and the remaining terms and
provisions shall remain unaffected thereby provided the invalid term does not
materially alter the basic purpose or intent of this Agreement.


 


(f)                                    Assignment. Nothing in
this Agreement shall permit assignment by the P.C. without the express prior
written consent of the Manager, Manager shall have the right, without the
consent of the P.C., to assign all or any portion of its rights, duties and
obligations under this Agreement.


 


(g)                                 Waiver of
Breach. No waiver of a breach of any provision of this Agreement shall be
construed to be a waiver of any breach of any other provision of this Agreement
or of any succeeding breach.


 


(h)                                 Amendments. This
Agreement shall not be changed or modified except by an instrument in writing
executed by both parties hereto. Without limiting any other provision herein,
in the event that rules, policies, directives and/or orders of the United
States Department of Health and Human Services or any other applicable federal,
state, or local agency or third-party payor necessitate modifications or
amendments to this Agreement, the parties hereto agree to so modify or amend
this Agreement to conform with such rules, policies, directive and/or orders,
provided they do not materially affect the duties and obligations of the
parties hereunder.


 


(i)                                     Counterparts. This
Agreement may be executed in counterparts, each of which shall be considered an
original and all of which together shall constitute one and the same instrument.


 


9

















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth above.


 


	
   

  	
  NEW ENGLAND RADIATION
  THERAPY

  MANAGEMENT SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Koeninger

  
	
   

  	
   

  	
  Name:  David M. Koeninger

  
	
   

  	
   

  	
  Title:  VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASSACHUSETTS ONCOLOGY
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel E. Dosoretz

  
	
   

  	
   

  	
  Name:  Daniel E. Dosoretz

  
	
   

  	
   

  	
  Title:  President

  



 


10














 


EXHIBIT A


 


EQUIPMENT


 


See
attached


 

















 


VALLEY
CANCER CENTER OF HOLYOKE LLC

ASSET LISTING REPORT

For: Financial Book

Period Ending: December 31, 2004


 


Select:
All     Sub-Total By: GL Asset Account


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asset ID

  	
   

  	
  Description

  	
   

  	
  Serial No.

  	
   

  	
  Acquired

  	
   

  	
  Method

  	
   

  	
  Life

  	
   

  	
  Cost

  	
   

  	
  Accum. Depr.

  	
   

  	
  As of

  	
   

  	
  Disposed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Hogan Comm - setup workst

  	
   

  	
   

  	
   

  	
  12/01/03

  	
   

  	
  SLFM

  	
   

  	
  39.0

  	
   

  	
  1,572.18

  	
   

  	
  43.67

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub Totals For
  1410-0101-00000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,572.18

  	
   

  	
  43.67

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assets:

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Siemens Mevatron Accelera

  	
   

  	
   

  	
   

  	
  12/01/02

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  250,000.00

  	
   

  	
  104,166.67

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  2

  	
   

  	
  Cascade Simulator

  	
   

  	
   

  	
   

  	
  12/01/02

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  75,000.00

  	
   

  	
  31,250.00

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  19

  	
   

  	
  Assets acquired -DVI Refi

  	
   

  	
   

  	
   

  	
  12/01/04

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  12,500.00

  	
   

  	
  208.33

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub Totals For
  1420-0101-00000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  337,500.00

  	
   

  	
  135,625.00

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assets:

  	
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Refridgerator

  	
   

  	
   

  	
   

  	
  07/01/03

  	
   

  	
  SLFM

  	
   

  	
  7.0

  	
   

  	
  104.99

  	
   

  	
  22.50

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  10

  	
   

  	
  Office furniture

  	
   

  	
   

  	
   

  	
  11/01/03

  	
   

  	
  SLFM

  	
   

  	
  7.0

  	
   

  	
  346.50

  	
   

  	
  57.75

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  11

  	
   

  	
  Office Furniture

  	
   

  	
   

  	
   

  	
  12/01/03

  	
   

  	
  SLFM

  	
   

  	
  7.0

  	
   

  	
  879.55

  	
   

  	
  136.12

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  12

  	
   

  	
  Furniture

  	
   

  	
   

  	
   

  	
  01/01/04

  	
   

  	
  SLFM

  	
   

  	
  7.0

  	
   

  	
  2,198.98

  	
   

  	
  314.14

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  13

  	
   

  	
  Drapery Masters -Caster c

  	
   

  	
   

  	
   

  	
  04/01/04

  	
   

  	
  SLFM

  	
   

  	
  7.0

  	
   

  	
  1,587.81

  	
   

  	
  170.12

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  14

  	
   

  	
  Artwork\Wallhangings

  	
   

  	
   

  	
   

  	
  04/01/04

  	
   

  	
  SLFM

  	
   

  	
  7.0

  	
   

  	
  1,291.38

  	
   

  	
  138.36

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  16

  	
   

  	
  Drapery Masters - Shelves

  	
   

  	
   

  	
   

  	
  07/01/04

  	
   

  	
  SLFM

  	
   

  	
  7.0

  	
   

  	
  494.44

  	
   

  	
  35.32

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub Totals For
  1430-0101-00000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,903.65

  	
   

  	
  874.31

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assets:

  	
  7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  ADTRAN TSU 120

  	
   

  	
   

  	
   

  	
  07/01/03

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  1,638.75

  	
   

  	
  491.63

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  7

  	
   

  	
  TCS Implementation

  	
   

  	
   

  	
   

  	
  07/01/03

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  4,563.70

  	
   

  	
  1,369.11

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  8

  	
   

  	
  TCS Equip Racks &  wiring

  	
   

  	
   

  	
   

  	
  09/01/03

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  6,880.00

  	
   

  	
  1,834.67

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  15

  	
   

  	
  Konica Minolta 2300 print

  	
   

  	
   

  	
   

  	
  04/01/04

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  799.98

  	
   

  	
  120.00

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  17

  	
   

  	
  Dell Optiplex workstation

  	
   

  	
   

  	
   

  	
  08/01/04

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  1,793.92

  	
   

  	
  149.49

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
  18

  	
   

  	
  LCD MONITOR 19”

  	
   

  	
   

  	
   

  	
  10/04/04

  	
   

  	
  SLFM

  	
   

  	
  5.0

  	
   

  	
  827.19

  	
   

  	
  41.36

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub Totals For
  1440-0101-00000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  16,503.54

  	
   

  	
  4,006.26

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assets: 

  	
  6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Van

  	
   

  	
   

  	
   

  	
  12/01/02

  	
   

  	
  SLFM

  	
   

  	
  3.0

  	
   

  	
  5,000.00

  	
   

  	
  3,472.23

  	
   

  	
  12/31/04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sub Totals For
  1450-0101-00000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,000.00

  	
   

  	
  3,472.23

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S: 

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grand Totals

  	
   

  	
  Assets: 18

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  367,479.37

  	
   

  	
  144,021.47

  	
   

  	
   

  	
   

  	
   

  
																						



 

















 


MANAGEMENT
SERVICES AGREEMENT


 


BETWEEN


 


NEW
ENGLAND RADIATION THERAPY MANAGEMENT SERVICES, INC.


 


AND


 


MASSACHUSETTS
ONCOLOGY SERVICES, P.C.


 


AS
OF JUNE 1, 2005


 


 


GARFUNKEL,
WILD & TRAVIS, P.C.

111 GREAT NECK ROAD

GREAT NECK, NEW YORK 11021

(516) 393-2200


 

















 


CONTRACT
REVIEW FORM

RADIATION THERAPY SERVICES, INC.


 


Type of Contract: Management Services Agreement

Contractee Name and Location: New
England Radiation Therapy Management Services, Inc., and Massachusetts Oncology
Services, P.C.

Attorney Office Name, Location drafting agreement: GWT


 


	
  Compliance Reviewer’s checklist:

  	
   

  	
  MD

  
	
  Reviewed
  to ensure that terms meet applicable Anti-Kickback Law Safe Harbors and Stark
  Law Exceptions

  	
   

  	
  MD

  
	
  If
  safe harbor not met, reviewed to ensure that it does not violate these Laws.

  	
   

  	
  MD

  
	
  Reviewed
  to ensure that financial arrangements meet applicable Stark Law Exceptions.

  	
   

  	
  MD

  
	
  If
  applicable, calculations for remuneration utilize an appropriate Methodology
  for determining Fair Market Value

  	
   

  	
  MD

  
	
  If
  applicable, HIPAA requirements, included

  	
   

  	
  MD

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
  7/5/05

  
	
   

  	
  Name and Title

  	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  Finance
  Reviewer’s checklist:

  	
   

  	
   

  
	
  Reviewed
  to ensure that the proper RTSI entity is party to the contract.

  	
   

  	
  Yes

  
	
  Reviewed
  to ensure that the term of the agreement is appropriate.

  	
   

  	
  Yes

  
	
  Reviewed
  business terms to ensure they are as negotiated.

  	
   

  	
  Yes

  
	
  Considered
  the accounting and disclosure implications of the agreement.

  	
   

  	
  Yes

  
	
  Approve
  the contract for execution.

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ David M. Koeninger

  	
   

  	
   

  	
  7/7/05

  
	
   

  	
  Name and Title

  	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  Operations Reviewer’s
  checklist:

  	
   

  	
   

  
	
  Reviewed
  to ensure that the contract terms can be operationalized Within the effective
  dates on the agreement.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name and Title

  	
   

  	
   

  	
  Date

  



 


CONTRACT TO
BE FILED UNDER: NEW ENGLAND JOE/[Illegible] AGREEMENT [Illegible] 7/8/05