Exihibit 10.22


 


SECURED
LOAN AGREEMENT AND PROMISSORY NOTE


 


This Loan Agreement and
Promissory Note (this “Agreement”), dated as of October 15, 2003 (the “Closing
Date”), is entered into by Prostate Centers of America, LLC, a Georgia limited liability company
(collectively, the “Borrower”), in favor of North American Scientific,
Inc., a Delaware corporation (“Lender”), in order to permit Borrower to
obtain certain loans (individually, a “Loan” and collectively, the “Loans”)
from Lender from time to time on the terms and subject to the conditions set
forth in this Agreement.  Accordingly,
Borrower and Lender, intending to be legally bound, agree as follows:


 


1.                                       Principal
and Interest.


 


(a)                                  For
value received, Borrower hereby promises to pay to the order of Lender the
principal sum of up to One Million Two Hundred Thousand Dollars ($1,200,000)
(the “Maximum Loan Amount”) or such lesser amount as may be disbursed
hereunder.  All Loans hereunder shall
bear interest at the Note Rate until such Loan is repaid in full.  The “Note Rate” shall mean a per annum
rate equal to six percent (6%).


 


(b)                                 On the terms and subject to the conditions
set forth in this Agreement, Lender shall make a Loan to Borrower as follows:
(i) $350,000 shall be disbursed to Borrower on October 15, 2003; (ii) $350,000
shall be disbursed on February 1, 2004; (iii) $250,000 shall be disbursed on
May 1, 2004; and (iv) $250,000 shall be disbursed on August 1, 2004. Any
disbursement of a Loan shall be made subject to Borrower achieving each of those
certain milestones set forth on Schedule A attached hereto.  In the event Borrower does not meet any
milestone or condition set forth on Schedule A, Lender shall not be
obligated to make any further disbursements of the Loan.  If any date so scheduled or requested for
disbursement falls on a day other than a day on which the Lender’s banking
institution is open for banking business (a “Business Day”), then such
disbursement shall be made on the next Business Day.


 


(c)                                  The Borrower covenants and agrees that the
Loan proceeds shall be used solely to fund those operating expenses as set
forth on Schedule B attached hereto.


 


(d)                                 Borrower shall repay the Loans as follows:


 


(i)                                     Commencing
on April 1, 2004, Borrower shall make quarterly interest payments of all unpaid
interest accrued on the Loans.  Borrower
shall make all such quarterly interest payments on the first day of each
calendar quarter up to the Maturity Date (as defined below) with all unpaid,
accrued interest hereunder due on the Maturity Date.


 


(ii)                                  Commencing on December 1, 2004, Borrower
shall make four (4) equal quarterly repayments of all unpaid principal
outstanding on the Loans.  The last of
such quarterly principal payments shall be made on the


 





















 


Maturity Date, unless earlier accelerated hereunder or
under any of the Loan Documents (as defined below).


 


(iii)                               The full unpaid principal balance of all
Loans and all accrued and unpaid interest, fees and charges thereon, if not
sooner declared to be due in accordance with the terms hereof, shall be due and
payable, if not previously paid, on September 1, 2005 (the “Maturity Date”).


 


(e)                                  Borrower further
agrees to pay on demand all reasonable costs and expenses incurred by Lender,
including, without limitation, court costs and reasonable attorneys’ fees and
disbursements, incurred by Lender in endeavoring to enforce this Agreement or
any other Loan Document, including, without limitation, those incurred in
defending any action or claim threatened or brought against Lender by Borrower
or any other person or entity (each, an “Obligor”) now or hereafter
obligated to Lender with respect to any Liabilities or obligation to Lender
under any Loan Document, or any of their respective successors, legal
representatives or assigns, or any creditor, stockholder, member or owner of
Borrower or any other Obligor (all such principal, costs, fees, expenses and
all other amounts now or hereafter owing under or in connection with this
Agreement from time to time, including any interest thereon, are referred to
herein, collectively, as the “Liabilities”).


 


2.                                       Conditions
to Loans.  This Agreement evidences
the Loans in an aggregate principal amount outstanding at any time not to
exceed the Maximum Loan Amount which shall be made by Lender to Borrower,
subject to the following terms and conditions: (i) delivery to Lender of the
Loan Documents and such other documents and instruments as Lender shall
require, in each case, duly executed by the respective Obligors and in form and
substance satisfactory to Lender, (ii) delivery to Lender of a personal
guaranty of the Liabilities by Randy Tibitts (the “Guaranty”), (iii)
delivery to Lender of that certain Pledge and Security Agreement by and between
Borrower and Lender (the “Pledge and Security Agreement”), which
Borrower is executing as collateral security for the Liabilities, and (iv) the
absence of any Event of Default (as defined below).  Borrower shall not be entitled to reborrow
any Loan that is repaid.


 


3.                                       Default
Rate; Payments.  Notwithstanding the
foregoing, any Liabilities that are not paid to Lender when due shall accrue
interest, from the date due until paid, at a rate per annum equal to twelve
percent (12%) (the “Default Rate”). 
All interest under this Agreement shall be calculated on the basis of a
365-day year and shall be paid in accordance with the actual number of days
elapsed.  All payments hereunder shall be
made to Lender in lawful currency of the United States of America in
immediately available funds at 20200 Sunburst Street, Chatsworth, CA  91311, or at such other place(s), or in such
other manner, as Lender shall notify Borrower from time to time.  Borrower may pay any amounts owing under this
Agreement at any time prior to their due date without premium or penalty.  Any payments received by Lender in payment of
the Liabilities shall be applied by Lender (i) first, to any Liabilities then
due in such order as Lender shall determine, and (ii) second, to any
Liabilities not then due in such order as Lender shall determine.


 


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4.                                       Loan Documents.  This
Agreement and each other agreement, document and instrument from time to time
furnished to Lender in connection with this Agreement, in each case, as amended
from time to time, are referred to herein collectively as the “Loan
Documents,” and shall include, without limitation, the following: (i) the
Guaranty; and (ii) the Pledge and Security Agreement.


 


5.                                       Representations,
Warranties and Covenants.  In order
to induce Lender to accept this Agreement and make Loans from time to time,
Borrower hereby represents and warrants to, and covenants with, Lender as
follows:


 


(a)                                  Organization.  Borrower is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Georgia, as applicable, and has the requisite power and authority to enter into
and perform its obligations under each of the Loan Documents to which it is a
party, and to enter into the borrowings and other transactions contemplated
thereby. Borrower has delivered to Lender true, correct and complete copies, in
each case, as amended, supplemented and otherwise modified and in effect on the
date thereof, of (i) the Articles of Organization and the Operating Agreement
of Borrower, and (ii) the written consent of the directors of Borrower duly
authorizing the execution and delivery of the Loan Documents to which it is a
party, the performance of its obligations thereunder and the consummation of
the transactions contemplated thereby (including the borrowings evidenced hereby)
(all of the foregoing being collectively referred to as Borrower’s “Organizational
Documents”).


 


(b)                                 Authorization;
Binding Obligations.  The execution
and delivery of each Loan Document, the transactions contemplated thereby
(including, in the case of this Agreement, the borrowings evidenced hereby),
and the performance by Borrower of its obligations under such Loan Document,
have been, or when entered into will be, duly authorized by all necessary
corporate or other action, as the case may be, on the part of Borrower.  Each Loan Document has been, or when executed
will be, duly executed and delivered by Borrower and constitutes, or when
executed will constitute, the legal, valid and binding obligations of Borrower,
enforceable against it in accordance with its terms.


 


(c)                                  Non-Contravention.  The execution and delivery by Borrower of the
Loan Documents to which it is a party are not (or when executed will not be),
and the consummation of the transactions contemplated thereby and the
performance by Borrower of its obligations under such Loan Documents will not
be, in contravention of the Organizational Documents, or any law, rule,
regulation, judgment, order or decree of any governmental authority binding
upon or applicable to Borrower or its properties, and do not and will not
contravene any provision of, or constitute a default under, any other
agreement, indenture, mortgage or other instrument to which Borrower is a party
or by which it or its property is bound, or require any consent or approval of,
or filing or registration with, any governmental authority or other person or
entity.


 


(d)                                 Litigation.  There is no action, suit, investigation or
proceeding pending or, to Borrower’s best knowledge, threatened, by or before
any court, governmental agency or arbitrator, nor has any order, judgment or
decree been issued, or,


 


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to Borrower’s best
knowledge, threatened, by any court, governmental agency or arbitrator which
could materially adversely affect the business, condition (financial or
otherwise), operations or properties of Borrower or its ability to enter into
or fulfill any of its obligations under the Loan Documents.


 


(e)                                  Financial
Statements.  All financial statements
relating to Borrower furnished to Lender, and all such financial statements
hereafter furnished to Lender will be prepared in accordance with generally
accepted accounting principles consistently applied on a consolidated and
consolidating basis, respectively (“GAAP”) and fairly present the financial
condition of Borrower as at the dates thereof and the results of operations for
the periods covered thereby.


 


(f)                                    Taxes.  Borrower has filed and will file when due,
all tax returns and reports required by law to be filed by it and has paid, and
will pay when due, all taxes and governmental charges thereby shown to be
owing, except any such taxes or charges which are being diligently contested in
good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books and which have
been, or in the case of contests arising in the future will be when they arise,
disclosed in writing to Lender.


 


(g)                                 Accuracy; Survival.  All factual information heretofore or
contemporaneously furnished by or on behalf of any of the Obligors to Lender
for purposes of or in connection with any of the Loan Documents is, and all
such factual information hereafter furnished by or on behalf of any of the
Obligors to Lender shall be, true and accurate in every material respect on or
as of the date such information is furnished, and such information does not, or
when furnished shall not, omit to state any material fact necessary to make
such information not misleading.  The
representations, warranties and covenants of Borrower under this Agreement
shall survive execution and delivery of this Agreement, shall be in addition to
and not in limitation of any other representations, warranties or covenants
under any other Loan Documents, and shall be deemed to be continuously remade
until all of the Liabilities and all other liabilities and obligations of
Borrower to Lender, whether now or hereafter arising, have been fully and
finally paid and satisfied.


 


6.                                       Additional
Affirmative Covenants.  In order to
induce Lender to accept this Agreement and make Loans from time to time,
Borrower hereby further covenants with Lender as follows:


 


(a)                                  Use of Loans.  Borrower will use the proceeds of Loans
solely for those certain operating expenses as set forth on Schedule B
attached hereto.


 


(b)                                 Continuation of
Business.  Borrower will maintain its
existence and business operations as presently in effect in accordance with all
applicable laws and regulations, pay its debts and obligations as they become
due in the ordinary course of business under normal trade terms (except as may
be otherwise prohibited by Lender under the Loan Documents), and pay on or
before the date they are last payable without


 


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penalty, all taxes, assessments, fees and other
governmental monetary obligations, except as they may be contested in good
faith by appropriate proceedings if they are properly reflected on its books in
accordance with GAAP and, at Lender’s request, adequate funds or security has
been pledged to insure payment.


 


(c)                                  Officers.  Borrower shall cause its officers to devote
their full time and attention to the operation of Borrower.


 


(d)                                 Books of Record and
Account.  Borrower will maintain
proper books, records and accounts in accordance with GAAP and consistent with
the highest standards of its industry.


 


(e)                                  Reporting.  Within thirty (30) days after the close of
each calendar month after the Closing Date, Borrower and PCA shall furnish to
Lender monthly consolidated and consolidating financial statements, including,
without limitation, balance sheets, income statements and other financial
statements of Borrower and PCA, each certified by an appropriate officer of
Borrower and PCA and whatever other information, books and records Lender may
reasonably request.  Within sixty (60)
days after the close of each calendar year, Borrower and PCA shall furnish to
Lender year end financial statements.


 


(f)                                    Notice of Event
of Default.  Borrower shall notify
Lender at any time that Borrower is, or reasonably expects to be, in default of
any of the provisions hereof or if any other Event of Default occurs.


 


7.                                       Additional
Negative Covenants.  Without the
prior written consent of Lender, so long as this Agreement remains outstanding:


 


(a)                                  Use of Loans.  Borrower shall not use, directly or
indirectly, any proceeds of the Loan in violation of any law.


 


(b)                                 Payments.  Borrower will not declare or make any
dividend, distribution or other payment to any equity holder of Borrower (other
than reasonable employment compensation for services actually performed and
distributions for taxes as permitted under Borrower’s Operating Agreement),
without the prior written consent of Lender.


 


(c)                                  Affiliate
Transactions.  Borrower will not
enter into any transaction, arrangement or agreement with any of its Affiliates
(as defined below) which is not on terms at least as favorable to Borrower as a
prudent person in a substantially similar position to Borrower would be able to
obtain in a substantially similar transaction, arrangement or agreement with a
person which is not one of its Affiliates and is otherwise at arm’s length to
Borrower, without the prior written consent of Lender.  For purposes hereof, “Affiliate” of
Borrower means any other person or entity which, directly or indirectly, controls,
is controlled by or is under common control with Borrower, including, without
limitation, any director, officer or stockholder of Borrower. Borrower


 


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shall be deemed to be “controlled by” any other person
or entity if such person or entity possesses, directly or indirectly, the power
(i) to vote 10% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors, or (ii) to direct or cause
the direction of the management and policies of Borrower whether by contract or
otherwise.


 


(d)                                 Debt. Borrower
shall not, without Lender’s prior written consent, incur, or permit to remain
outstanding, any debt for borrowed money or installment obligations, except (i)
Liabilities and debt to Lender, (ii) unsecured subordinated loans from equity
holders of Borrower, (iii) unsecured trade debt incurred in the ordinary course
of business under normal trade terms, and (iv) unsecured or subordinated debt
incurred with respect to any leases entered into in the ordinary course of
business under customary terms.


 


(e)                                  Merger;
Consolidation. Borrower shall not consolidate with or merge into any
corporation or other entity, or permit any corporation or other entity to merge
into it.  Borrower shall not, except in
the ordinary course of business, convey, lease, sell or otherwise dispose of
all or a material portion of its assets or business.


 


(f)                                    Guarantees.  Borrower will not guarantee or otherwise
become or remain secondarily liable on the undertaking of another, except in
the case of Affiliates (as defined above) or on endorsement for deposit and
collection in the ordinary course of business.


 


(g)                                 Compensation.  Borrower will not use any
of the proceeds of the Loans to purchase or acquire any securities of, or make
any loans or advances to, or investment in, any person or entity.


 


8.                                       Events
of Default.  Each of the following
events or occurrences shall constitute an “Event of Default”:  (a) Borrower shall fail to pay any Liability
when due (whether at maturity, upon demand or otherwise); (b) any
representation or warranty of Borrower made under any Loan Document or in any
certificate furnished to Lender is or shall be incorrect, violated or
misleading in any material respect, when made or deemed made; (c) Borrower
shall fail to comply with any of the covenants contained in this Agreement; (d)
Borrower or any Obligor shall fail to duly perform when due any of its
obligations under any Loan Document; (e) a default shall occur in (i) the
payment when due, whether by acceleration or otherwise, of any indebtedness in
excess of $100,000 (other than indebtedness described in clause (a) above) of
Borrower or (ii) the performance or observance of any obligation, covenant or
condition with respect to such indebtedness, if the effect of such default is
to accelerate, or to permit the acceleration of, the maturity of such
indebtedness; (f) any judgment or order for the payment of money in excess of
$100,000 shall be rendered against Borrower which is not discharged, stayed or
indemnified against to the satisfaction of Lender within thirty (30) days; (g)
the termination, dissolution or liquidation (by operation of law or otherwise)
of Borrower or any Obligor; (h) Borrower or any Obligor shall become insolvent,
a receiver, trustee or custodian shall be appointed for either or any part of
its or his property, or any proceeding shall be commenced by or against either
under any bankruptcy, reorganization, debt arrangement or insolvency law, and,


 


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in the case of any such proceeding commenced against either, such
proceeding shall not be dismissed within forty-five (45) days thereafter; (i) a
default by Borrower or any other Obligor (subject to applicable grace or cure
periods) or an “Event of Default” shall occur under any other agreement or
instrument between Borrower and Lender; (j) a material adverse change shall
occur after the date hereof in the business, condition (financial or
otherwise), operations, properties or prospects of Borrower; or (k) the termination of key contracts of
Borrower or Borrower’s material default under such key contracts, which were
relied on by Lender to induce the Loan, including, without limitation, the
Radioactive Sources Supply Agreement dated August 28, 2003 between TC2B and
North American Scientific, Inc. (attached hereto as Attachment A).


 


9.                                       Remedies.  Following an Event of Default, Lender at its
option, shall have all rights and remedies available under applicable law and
under any Loan Document.  In addition to
the foregoing rights and remedies, following an Event of Default, Lender shall
have the right to declare all or any Liabilities to be immediately due and
payable, whereupon all such Liabilities shall become immediately due and
payable, without further notice, demand, declaration or presentment of any kind
(provided that, upon an Event of Default described in clause (h) of Section 9,
all Liabilities automatically shall become due and payable, without
declaration, notice, demand or presentment of any kind).


 


All rights and
remedies of Lender after a Event of Default shall be cumulative and
concurrent.  No waiver by Lender of any
Event of Default shall constitute a waiver of any other Event of Default or the
same Event of Default on a different occasion. 
The rights of Lender following an Event of Default are without
limitation to its right to demand payment of any and all Liabilities at any
time.


 


10.                                 Notices.  Unless otherwise set forth in this Agreement,
all notices and other communications in connection with this Agreement shall be
sent in writing to Lender at its address set forth in Section 3 above, or to
Borrower at 212 Jackson Square, Suite B, Dublin, GA 31021 (or to such other address as either party shall notify
the other party in writing), and any such notice or other communication shall
be deemed delivered one (1) day after being sent by nationally-recognized
private courier or by facsimile, three (3) days after being sent by certified
U.S. mail, postage prepaid, return receipt requested, or upon actual receipt
when sent by any other means.


 


11.                                 JURISDICTION;
WAIVER OF JURY TRIAL. IN CONNECTION WITH ANY MATTER OR DISPUTE ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, BORROWER HEREBY (A)
CONSENTS, AT LENDER’S ELECTION AND WITHOUT LIMITING LENDER’S RIGHT TO COMMENCE
AN ACTION IN ANY OTHER JURISDICTION, TO THE JURISDICTION AND VENUE OF COURTS FO
THE STATE OF CALIFORNIA OR IN THE UNITED STATES DISTRICT COURT FOR THE CENTRAL
DISTRICT OF CALIFORNIA, (B) WAIVES ANY OBJECTION TO IMPROPER VENUE AND FORUM
NON CONVENIENS, AND (C) CONSENTS TO SERVICE OF PROCESS BY CERTIFIED MAIL,
POSTAGE PREPAID, ADDRESSED TO BORROWER AT ITS ADDRESS FOR NOTICES PROVIDED
ABOVE.  BORROWER HEREBY WAIVES TRIAL BY
JURY IN ALL PROCEEDINGS ARISING IN


 


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CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


12.                                 Waiver of Notices.  Borrower irrevocably waives diligence in
collection or protection, presentment, protest, notice of protest, demand,
dishonor, default, non-payment, creation and existence of any Liabilities and
any security or collateral for any Liabilities, and all other matters or things
relating to the Liabilities, this Agreement or any other Loan Document,
including any extension before, at or after the Maturity Date.  Lender
shall not be deemed, by any act or omission, to have waived any of its rights
or remedies hereunder unless such waiver is in writing and signed by Lender and
then only to the extent specifically set forth in such writing.  A waiver with reference to one event shall
not be construed as continuing or as a bar to or waiver of any right or remedy
as to a subsequent event.  No delay or
omission of Lender to exercise any right, whether before or after an Event
of  Default hereunder, shall impair any
such right or shall be construed to be a waiver of any right or Event of
Default, and the acceptance at any time by Lender of any past-due amount shall
not be deemed to be a waiver of the right to require prompt payment when due of
any other amounts then or thereafter due and payable.


 


13.                                 Governing Law;
Binding Effect.  If any provision of
this Agreement is prohibited by or invalid under applicable law, that provision
shall be ineffective to the extent of the prohibition or invalidity, without
invalidating the rest of that provision or the remaining provisions of this
Agreement.  This Agreement shall be
governed and construed in accordance with the internal laws of the State of
California applicable to agreements made and to be performed entirely within
California, without regard to the conflict of laws principles of
California.  This Agreement shall bind
Borrower and Borrower’s successors, legal representatives and assigns, and
shall inure to the benefit of Lender and its successors, legal representatives
and assigns.  Borrower shall not assign
or transfer any right or obligation under this Agreement without prior written
consent of Lender.  No provision of this Agreement
may be waived, amended, released or otherwise changed, except by a writing
signed by the party against which enforcement is sought.


 


14.                                 Time.  Time is of the essence hereof.  Upon any Event of Default hereunder, Lender
may exercise all rights and remedies provided herein or in any Loan Documents.


 


15.                                 Lost
or Destroyed Agreement.  Upon receipt by Borrower of notice by the
Lender of the loss, theft, destruction or mutilation of this Agreement, and in
the case of any such loss, theft or destruction, delivery of an indemnity
reasonably satisfactory to the Borrower or, in case of any such mutilation,
upon surrender and cancellation of this Agreement, Borrower will issue a
replacement Agreement of like tenor in lieu of this Agreement.


 


16.                                 UCC Instrument.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement, and a facsimile signature hereon may be relied upon as an original
for all purposes; provided that only the counterpart executed by Borrower and
delivered to Lender shall be deemed to be an original to the extent this is an “instrument”
within the meaning of such term under Article 9 of the Uniform Commercial Code
of the State of California in effect


 


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from time to time (and Lender shall be entitled to mark any other
counterpart as a copy or duplicate).


 


17.                                 Fraudulent
Conveyance.  If any Notwithstanding anything contained in this
Agreement to the contrary, Borrower agrees that if, but for the application of
this Section, the Liabilities or any security interest granted hereunder would
constitute a preferential transfer under 11 U.S.C. § 547, a fraudulent
conveyance under 11 U.S.C. § 548 (or any successor section) or a fraudulent
conveyance or transfer under any state fraudulent conveyance or fraudulent
transfer law or similar law in effect from time to time (each a “Fraudulent
Conveyance”), then the Liabilities and each affected security interest will be
enforceable to the maximum extent possible without causing the Liabilities or
any security interest to be a Fraudulent Conveyance, and shall be deemed to
have been automatically amended to carry out the intent of this Section.


 


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IN WITNESS WHEREOF, Borrower has executed this
Agreement as of the day and year written first above.


 


 


	
   

  	
  PROSTATE CENTERS OF AMERICA,

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Randall Tibitts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted as of the date first

  written above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTH AMERICAN SCIENTIFIC, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ L. Michael Cutrer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Chief Executive Officer

  	
   

  	
   

  	
   

  
											



 


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SCHEDULE A


 


Milestones


 


	
   

  	
   

  	
   

  	
   

  	
  Milestones Requirements Prior To Distribution

  	
   

  
	
  Timeframe

  	
   

  	
  $ Distribution

  	
   

  	
  # of ASCs (1)

  	
   

  	
  Active ASCs (2)

  	
   

  	
  Cumulative Cases (3)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upon execution

  	
   

  	
  $

  	
  350,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  January 15, 2004

  	
   

  	
  $

  	
  350,000

  	
   

  	
  6

  	
   

  	
  2

  	
   

  	
  30

  	
   

  
	
  April 15, 2004

  	
   

  	
  $

  	
  250,000

  	
   

  	
  6

  	
   

  	
  8

  	
   

  	
  120

  	
   

  
	
  July 15, 2004

  	
   

  	
  $

  	
  250,000

  	
   

  	
  6

  	
   

  	
  14

  	
   

  	
  350

  	
   

  



 










Notes:


(1)                                  Number
of ASCs, hospitals or other facilities that are actively involved in the set-up
and implementation stages.


 


(2)                                  The
total number of active ASCs, hospitals or other facilities that are actually
performing brachytherapy cases.


 


(3)                                  The
total cumulative number of prostate brachytherapy cases completed.


 


Notwithstanding anything herein to the contrary,
Borrower shall not be deemed to have complied with any milestone in the event
Borrower or TC2B incurs any negative variance in its financial performance as
projected in its financial statements or business plan greater than twenty
percent (20%).


 


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SCHEDULE B


 


Use of Proceeds


 


1)  General Operating expenses – salaries, rent,
travel, accounting, legal


 


2)  Down
payment/purchase of equipment – trucks, ultrasound, steppers, lasers


 


3)  Employee
benefits – health and dental


 


4)  Additional
personnel – VP of Operations, VP of Sales and Marketing, 3 techs.


 


5)  Marketing –
Newsletter and website


 


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