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                                                                  EXHIBIT 10.54


                   POSITRON EMISSION TOMOGRAPHY (PET) SERVICES
                OFFICE, EQUIPMENT AND PERSONNEL LEASE AGREEMENT



         THIS PET SERVICES OFFICE, EQUIPMENT AND PERSONNEL LEASE AGREEMENT (this
"AGREEMENT") is made and entered into as of the 1st day of June, 2002, by and
between RADIOLOGY REGIONAL CENTER, P.A., a Florida professional corporation
("LESSOR") and 21ST CENTURY ONCOLOGY, INC., a Florida corporation, for itself
and its subsidiaries and affiliates (collectively, "LESSEE").

                                   WITNESSETH:

         WHEREAS, Lessee is in the business of offering medical oncology
services to patients through qualified physicians employed by or contracted to
Lessee, and, in order to be able also to offer positron emission tomography
("PET") diagnostic services to its patients, Lessee desires to lease, and Lessor
has agreed to lease to Lessee, upon the terms and conditions specified in this
Agreement:

         (A)      a portion of the improved real property located at 700
                  Goodlette Rd., Naples, Collier County, Florida, as more
                  particularly described on the floor plan attached hereto and
                  made a part hereof as Exhibit A (the "PREMISES");

         (B)      certain PET diagnostic equipment and related supplies located
                  in the Premises, as well as ancillary equipment, provisions
                  and attachments necessary for the effective and proper
                  provision of PET diagnostic services to patients in the
                  Premises, including, without limitation, furniture, fixtures,
                  and office equipment, as more particularly described on the
                  list attached hereto and made a part hereof as Exhibit B
                  (collectively, the "EQUIPMENT"); and

         (C)      the services of: (1) a physician who is certified or otherwise
                  qualified to supervise nuclear medicine radiology services,
                  including PET diagnostic services, (2) one or more radiologic
                  technologist(s) who are qualified to operate PET diagnostic
                  equipment, and (3) other support employees, all of who are
                  employed or contracted by Lessor, as more particularly
                  described on the list attached hereto and made a part hereof
                  as Exhibit C (collectively, the "PERSONNEL"),

the Premises, Equipment and Personnel are sometimes collectively referred to in
this Agreement as the "PET SERVICES" and the Premises so utilized are sometimes
referred to as the "PET CENTER"); and

         WHEREAS, Lessor and Lessee have entered into this Agreement on the good
faith belief that: (1) the PET Services leased hereunder do not exceed that
which is reasonable and necessary for the legitimate business purposes of this
Agreement, and (2) this Agreement and the PET Services to be provided hereunder
are in compliance with all applicable state and federal laws.

         NOW, THEREFORE, in consideration of the foregoing premises, which are
hereby incorporated into this Agreement as an integral part hereof and not as
mere recitals hereto, and the


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mutual covenants, terms, conditions and agreements hereafter provided, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties mutually agree as follows:

         1.       TERM. The term of this Agreement shall commence on the day
upon which it is deemed by RRC that the Equipment has been installed and the
staff has completed appropriate applications training (estimated to be the 1st
day of July, 2002) (the "STARTING DATE"), and, unless sooner terminated as
provided in Section 9 below or, except as Exhibit D may be amended by mutual
consent after the first twelve (12) months, it shall continue for twelve
continuous months from the Starting Date. Upon the expiration of the initial
term hereof or any renewal term, this Agreement shall automatically renew for an
additional twelve (12) month term, commencing on the applicable anniversary of
the Starting Date, unless either party delivers written notice of non-renewal to
the other party at least ninety (90) days prior to the end of the original term
of this Agreement or any renewal term thereafter. All of the terms and
conditions contained herein shall apply during any renewal term.

         2.       LEASE OF PET SERVICES. During the initial term and any renewal
term of this Agreement, Lessor shall lease the PET Services to Lessee, on an
exclusive basis during the one-hour incremental time periods described on the
list attached hereto and made a part hereof as Exhibit D (each such one-hour
period being referred to herein as a "SCHEDULED TIME"), on the following terms
and conditions:

                  (a)      PREMISES. Lessor hereby leases the Premises to
         Lessee, and Lessee hereby agrees to lease the Premises from Lessor, for
         the performance by Lessee of PET diagnostic services for its patients
         during each Scheduled Time. Lessor reserves the right to rearrange the
         interior space plan of the Premises to utilize the space in a more
         efficient manner; provided that such actions do not unreasonably
         interfere with Lessee's use of the Premises for the provision of PET
         diagnostic services during each Scheduled Time. Lessee shall use the
         Premises only in connection with its private practice and shall have no
         right to use, alter, repair or augment the Premises without prior
         written consent of Lessor, which approval may be withheld in Lessor's
         sole discretion.

                  (b)      EQUIPMENT Lessor hereby leases the Equipment to
         Lessee, and Lessee hereby agrees to lease the Equipment from Lessor,
         during each Scheduled Time. Lessor reserves the right to rearrange the
         Equipment within the Premises to utilize the space in a more efficient
         manner; provided that such actions do not unreasonably interfere with
         Lessee's use of the Equipment for the provision of PET diagnostic
         services during each Scheduled Time. Lessee shall use the Equipment and
         provide PET diagnostic services only in connection with its private
         practice and in accordance with reasonable utilization, quality, safety
         and maintenance policies and procedures established from time to time
         by Lessor. Furthermore, Lessee shall have no right to use, alter,
         repair, augment or remove the Equipment from the Premises without prior
         written consent of Lessor, which approval may be withheld in Lessor's
         sole discretion.

                  (c)      PERSONNEL Lessor shall lease to Lessee, and Lessee
         shall lease from Lessor, such Personnel as are deemed necessary by
         Lessor and Lessee to perform PET diagnostic services, and related
         supervisory and administrative services during each Scheduled Time. The
         Personnel who will operate the Equipment shall be properly licensed,
         certified, and/or qualified, as applicable, to operate the Equipment.
         Lessor and Lessee shall consult with each


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         other in determining the number and classification of the Personnel
         required by Lessee hereunder, and, while Lessor shall have authority
         and responsibility for providing the Personnel to Lessee (including
         recruiting, hiring, compensating, disciplining and firing) and for
         establishing the terms and conditions of the employment by Lessor of
         each of such Personnel, Lessee shall supervise the Personnel with
         respect to the actual provision of PET diagnostic services. In
         addition, Lessor shall be solely responsible for paying or withholding
         all relevant taxes arising from the compensation of the Personnel, and
         Lessor shall be solely responsible for all other governmental
         requirements applicable to Lessor and each of the Personnel arising out
         of his or her employment relationship with Lessor. The Personnel shall
         have no claim under this Agreement, or otherwise, against Lessee for
         any salary or other compensation, including, without limitation,
         workers compensation, unemployment compensation, vacation pay, sick
         leave, retirement benefits, Social Security benefits, disability
         insurance benefits, unemployment insurance benefits, professional
         liability insurance or any other employee benefits, all of which shall
         be the sole responsibility of Lessor. In connection with the foregoing,
         the parties acknowledge that Lessee shall enter into one or more
         employment or independent contractor agreement(s) with the physician(s)
         who will supervise the Personnel leased hereunder, the terms of such
         document to be negotiated between Lessee and the applicable physician,
         and Lessee agrees that it will inform Lessor of the rate of
         compensation payable to the physician, and the dates of payment, under
         each such employment or independent contractor agreement.

                  (d)      SUPPLIES. Lessor shall provide all supplies
         associated with PET diagnostic services. With respect to certain
         supplies related to the provision of PET diagnostic services, Lessor
         shall be entitled to charge Lessee a per use fee, in addition to the
         Rent (as hereinafter specified), for which Lessor shall bill Lessee
         monthly for amounts used by Lessee during the previous month. Any such
         "supply exception" shall be more particularly described on the list
         attached hereto and made a part hereof as Exhibit D.

                  (e)      UTILITIES. During the term of this Agreement, Lessor
         shall provide necessary utilities and other services, including,
         without limitation, heat, water, gas, electricity, air conditioning,
         and telephone necessary for the purposes of Lessee. The cost of
         providing such utilities shall be borne by Lessor.

                  (f)      EXCLUSIVE USE; COMMON AREAS. During each Scheduled
         Time, Lessee shall have exclusive use for its patients of the portion
         of the Premises and the Equipment that is utilized only for PET
         diagnostic services, and Lessee shall have the right to shared use of
         the common areas of the Premises (including but not limited to the
         parking lot, waiting rooms, bathrooms and hallways), and of the
         Equipment that is located in the common areas of the Premises
         (including but not limited to the waiting rooms, bathrooms and
         hallways), during each Scheduled Time. In addition, Lessee shall have
         exclusive use of the Personnel who are involved solely in the provision
         of PET diagnostic services, and Lessee shall have the right to shared
         use of supervisory and administrative Personnel, during each Scheduled
         Time. Lessor shall not allow any other person to schedule or provide
         PET diagnostic services utilizing the Premises, Equipment or Personnel
         during the Scheduled Times. Notwithstanding the foregoing, Lessor
         reserves the right to lease or license use of the Premises, Equipment
         and Personnel to other third parties during time periods other than the
         Scheduled Times, provided same does not unreasonably interfere with
         Lessee's use of the Premises, Equipment and


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         Personnel and its performance of PET diagnostic services during the
         Scheduled Times. In addition, Lessor shall be entitled to use (or lease
         or license to other persons) at all times all other parts of the
         improved real property which contains the Premises, provided same does
         not unreasonably interfere with Lessee's use of the Premises, Equipment
         and Personnel and its performance of PET diagnostic services during the
         Scheduled Times. It is a material part of this agreement that Lessee
         shall not, during the initial term of this agreement or any renewal
         thereof, enter into any other comparable agreement relating to PET
         services in Collier County, Florida.

                  (g)      MAINTENANCE, REPLACEMENT AND REPAIR; AVAILABILITY OF
         PET SERVICES. Lessor shall, throughout the term of this Agreement, at
         Lessor's sole cost and expense: (i) maintain the Premises and the
         Equipment in good condition and proper working order; (ii) perform or
         cause to be performed all routine maintenance, replacements and repairs
         with respect to the Premises and the Equipment, (iii) promptly replace
         or cause to be replaced all parts of the Equipment which may from time
         to time become worn our, lost, destroyed, or damaged beyond repair or
         permanently rendered unfit for any reason whatsoever; and (iv) make
         attachments to or alter the Equipment, in a safe and proper fashion, as
         is necessary for using the Equipment and/or treating persons in
         connection with the use of the Equipment. If Lessee is unable to use to
         Premises and/or the Equipment, or if the Personnel are not available to
         provide services to Lessee in accordance with the terms of this
         Agreement, during any Scheduled Time, then and in that event, Lessor
         shall have the right to substitute an equal number of one-hour periods
         at other times, in which event Rent (as hereinafter defined) shall
         continue to be paid by Lessee. If Lessor is unable or unwilling to
         provide an equal number of substitute one-hour period(s), then Rent (as
         hereinafter defined) will cease and abate during any Scheduled Time
         during which the Premises or the Equipment are unusable for Lessee's
         intended purpose, or during which Personnel are not available to
         provide services to Lessee in accordance with the terms of this
         Agreement.

                  (h)      ALTERATIONS. Lessee shall not make or permit any
         changes or alterations to the Premises or Equipment without Lessor's
         prior written consent, except for alterations or upgrades of the
         Equipment required by the manufacturer for public safety or for
         compliance with the manufacturer's published specifications for such
         Equipment to the extent such alterations or upgrades are not made by
         Lessor; provided, that in no event shall Lessee be obligated to make
         any alterations, upgrades, repairs or replacements to the Equipment.
         The costs of any alterations or upgrade costs made by Lessee as
         provided above shall be promptly reimbursed by Lessor to Lessee. All
         accessories, replacements, parts and substitutions for, or which are
         added or attached to, the Equipment shall become the property of Lessor
         and be within the definition of Equipment, and subject to this
         Agreement.

                  (i)      DELIVERABLES. Lessor shall ensure that the
         appropriate Personnel will provide transcribed reports of diagnostic
         findings relating to PET diagnostic services rendered during each
         Scheduled Time within two (2) business days after completion of the
         procedure.

                  (j)      SUBORDINATION TO LENDERS AND MAIN LEASE. The rights
         and obligations of Lessee in this Agreement are subject and subordinate
         to the provisions and obligations contained in any financing, security
         interest, mortgage, lien or other encumbrance that Lessor


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        may, in its reasonable discretion, place upon the Premises and/or the
        Equipment through an unaffiliated third party. In addition, Lessor and
        Lessee hereby acknowledge that Lessor's rights to occupy and use the
        Premises derive from Lessor's lease, as tenant, of the Premises (such
        primary lease being referred to herein as the "MASTER LEASE"), and
        Lessee's rights to occupy and use the Premises thus constitute a
        sublease. As such, Lessee's rights and obligations under this Agreement
        are hereby deemed to be subject and subordinate to all terms, covenants
        and provisions of the Master Lease, and Lessee hereby agrees to comply
        with and perform the tenant's obligations under the Master Lease, to the
        extent that the provisions of the Master Lease are applicable to the
        Premises and Lessor notifies Lessee in writing of the tenant's
        obligations. In this regard, Lessor shall, with respect to this
        Agreement, have all of the rights of the landlord under the Master
        Lease, as set forth in the paragraphs of the Master Lease, all of such
        terms being incorporated herein by reference. Lessor agrees to take all
        reasonable steps necessary to comply with the terms of the Master Lease
        and to compel the landlord under the Master Lease to perform its
        obligations under the Master Lease. In connection with the foregoing, it
        is expressly understood by Lessee that any violation of the Master Lease
        shall be deemed to be a material breach of this Agreement.

         3.       RENT. Lessee hereby agrees to pay to Lessor during the term of
this Agreement, as consideration for leasing of the Premises, Equipment and
Personnel, the payment for each Scheduled Time (the "RENT") specified on Exhibit
D attached hereto and made a part hereof, plus any applicable sales tax. Lessee
shall pay the Rent owed to Lessor under this Agreement, at the address of Lessor
as indicated in this Agreement, on the first day of each calendar month. If Rent
is not paid within ten (10) days of each monthly due date, then Lessor shall
impose a late fee equal to five percent (5%) of the amount of the past due Rent
payment. The parties further acknowledge and agree that the Rent is consistent
with fair market value and is not based on the volume or value of any referrals
or other business generated between the parties.

         4.       REPRESENTATIONS AND COVENANTS OF LESSEE. Lessee hereby makes
the following representations, warranties and covenants to Lessor, each of which
is material and is being relied upon by Lessor, and each of which shall be true
as of the date hereof and shall continue to be true throughout the term of this
Agreement.

                  (a)      LESSEE'S CORPORATE STATUS. Lessee is a corporation
         duly organized and validly existing under the laws of the State of
         Florida.

                  (b)      AUTHORIZATION. The execution and delivery of this
         Agreement and the performance of this Agreement by Lessee have been
         duly authorized by all necessary action by Lessee, and this Agreement
         is legally valid and binding against Lessee in accordance with its
         terms.

                  (c)      INFORMATION FROM THE LESSEE. Any and all factual
         information furnished or to be furnished by Lessee to Lessor,
         including, but not limited to, any reports, shall be true and accurate
         in all material respects as of the date of which such information is
         furnished.

                  (d)      SUBLEASES. Lessee acknowledges all Equipment,
         Premises and Personnel provided to it by Lessor pursuant to this
         Agreement are exclusively for us of Lessee in


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         conducting PET diagnostic services on Lessee's patients and shall not
         be subleased by Lessee to any individual, group or entity for any
         purpose, without the prior written consent of Lessor, which consent may
         be withheld or withdrawn at Lessor's discretion.

                  (e)      NO ENCUMBRANCES. Lessee agrees that it will not
         encumber, pledge, hypothecate or otherwise assign its rights under this
         Agreement as collateral for any obligation to a third party.
         Furthermore, Lessee acknowledges and agrees that title to the Equipment
         shall remain with Lessor, subject to the interests of any third-party
         lessor of the Equipment and any other party to whom Lessor grants a
         security interest in the Equipment. In this regard, Lessee agrees to
         take no action that it knows or reasonably should know would have the
         likely effect of encumbering Lessor's title or interest in the
         Equipment.

                  (f)      PROTECTION OF LESSOR'S NUCLEAR MATERIALS LICENSE(s).
         Lessee hereby acknowledges that Lessor maintains all appropriate
         licenses to handle and use nuclear materials in the improved real
         property which contains the Premises, and Lessee hereby agrees that it
         will take no action that it knows or reasonably should know would
         likely have a material adverse effect on Lessor's nuclear materials
         license(s).

                  (g)      LESSEE'S PERSONNEL RECORDS. Lessee shall maintain an
         up-to-date personnel file with documentation of the following
         credentials of medical personnel, and this information will be
         available to Lessor upon its request:

                           (i)      medical licenses;

                           (ii)     medical board certifications;

                           (iii)    malpractice insurance;

                           (iv)     DEA certification; and

                           (v)      no fault/compensation rating.

         5.       REPRESENTATIONS AND COVENANTS OF LESSOR. Lessor hereby makes
the following representations, warranties, and covenants to Lessee, each of
which is material and is being relied upon by Lessee, and each of which shall be
true as of date hereof.

                  (a)      LESSOR'S STATUS. Lessor is a professional corporation
         duly organized and validly existing under the laws of the State of
         Florida.

                  (b)      AUTHORIZATION. The execution and delivery of this
         Agreements and the performance of this Agreement by Lessor have been
         duly authorized by all necessary action by Lessor, and this Agreement
         is legally valid and binding against Lessor in accordance with its
         terms.

                  (c)      INFORMATION FROM LESSOR. Any and all factual
         information furnished or to be furnished by Lessor to Lessee,
         including, but not limited to, any reports, shall be true and accurate
         in all material respects as of the date on which such information is
         furnished.

                  (d)      TECHNOLOGISTS. All Personnel who are radiologic
         technologists providing PET diagnostic services pursuant to this
         Agreement shall be employed by Lessor, and shall, if


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        required by law, be duly licensed and registered and in good standing to
        engage in their specialty in the State of Florida. Except as otherwise
        provided herein, Lessor shall make all final decisions concerning hiring
        and firing of such technologists, subject to consultation with Lessee.
        Lessor, however, agrees to consult with Lessee concerning the number of
        technologists required to staff the PET Center.

                  (e)      LESSOR'S NUCLEAR MATERIALS License(s). Lessor hereby
         acknowledges that it maintains all appropriate licenses to handle and
         use nuclear materials in the improved real property which contains the
         Premises.

                  (f)      LESSOR'S PERSONNEL RECORDS. Lessor shall maintain an
         up-to-date personnel file with documentation of the following
         credentials of medical personnel and radiologic technologists included
         in the Personnel, and this information will be available to Lessee upon
         its request:

                           (i)      medical or other professional licenses or
                                    registrations;

                           (ii)     medical board certifications;

                           (iii)    nuclear medicine licenses;

                           (iv)     malpractice insurance;

                           (v)      DBA certification; and

                           (vi)     no fault/compensation rating.

                  (g)      LESSOR'S CONSENT. Lessor agrees that all consents
         which are required for Lessee's use and occupancy of the Premises in
         accordance with the terms of this Agreement and in accordance with all
         laws, statutes, and ordinances shall be provided to Lessee in order to
         carry out the terms and the purpose of this Agreement, and shall be
         conclusively presumed to have been given unless written notice to the
         contrary is received by Lessor within thirty (30) days of any written
         request for same by Lessee. Except as specifically indicated to the
         contrary, in all instances in this Agreement where consent of the
         Lessor is required, Lessor shall not unreasonably withhold, condition
         or delay such consents.

         6.       COMPLIANCE WITH LAWS AND REGULATIONS. Lessee and Lessor, in
the performance of their respective obligations hereunder, shall comply with all
applicable laws and regulations, and shall take all actions deemed prudent to
ensure that the conduct of the PET Center (including the operation of the
Equipment) is in compliance with the rules of any accrediting or regulatory
body, agency or authority having jurisdiction over the PET Center. Lessee and
Lessor represent and warrant that they have reviewed all relevant federal and
state health care fraud and abuse and similar laws and regulations, and that
they are and shall remain throughout the term of this Agreement fully compliant
with all of the relevant requirements of such laws and regulations, as they may
be amended from time to time.

         7.       RESPONSIBILITY FOR MEDICAL PRACTICE.

                  (a)      RESPONSIBILITY FOR PROFESSIONAL CONDUCT. Lessee shall
         be and remain fully responsible for the professional conduct of its
         medical practice at the PET Center, provided however, that Lessee shall
         have no responsibility for the conduct of any other medical practice


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         that may be conducted from time to time on the improved real property
         which contains the Premises.

                  (b)      SCHEDULING, VERIFICATION AND BILLING. Lessee shall be
         responsible for ensuring that all PET diagnostic tests scheduled for
         its patients are scheduled during the Scheduled Times, for establishing
         medical necessity, and for completion of and compliance with any
         insurance or managed care plan pre-authorization/pre-certification
         process(es). Lessee also shall be responsible for ensuring patients'
         eligibility for health plans that do not require pre-authorization/pre-
         certification. Lessee shall be responsible for all coding and billing
         of all PET diagnostic services rendered during the Scheduled Times, and
         Lessor neither warrants nor guarantees Lessee's ability to obtain or
         collect reimbursement for such services.

                  (c)      PATIENT RECORDS. Lessor (or its designee) shall be
         entitled to the continued use of any information (other than medical
         records of Lessee's patients) obtained by it during the course of this
         Agreement without restriction, and such records shall not be removed
         from the PET Center by Lessee, provided, however, that all medical
         records of Lessee's patients may be removed and retained off-site by
         Lessee. Lessor acknowledges and agrees that all patients of Lessee who
         receive services at the PET Center during the Scheduled Times are
         patients of Lessee, all patient records relating to services provided
         to Lessee's patients shall at all times be the property of Lessee,
         except for patient records related to the professional services
         provided by Lessor or its affiliates, and Lessor shall not have access
         to Lessee's patient records except to the extent necessary to undertake
         its duties hereunder.

                  (d)      MANAGED CARE PROVISION. Lessee agrees that Lessee
         shall not provide technical PET diagnostic services to any managed care
         entity for any patients other than those patients under the direct care
         of physicians who are employed or contracted by Lessee.

         8.       INSURANCE.

                  (a)      MALPRACTICE INSURANCE. Lessor shall obtain and
         maintain at it's own expense professional liability insurance
         (including malpractice insurance), for each physician employed or
         contracted by Lessee with respect to the provision of PET diagnostic
         services at the PET Center in the minimum amount of $1,000,000 Dollars
         for each occurrence and $3,000,000 Dollars in the aggregate. Lessor
         shall, as soon as practicable prior to the commencement of occupancy by
         Lessee of the PET Center, and from time to time thereafter, furnish
         appropriate evidence to Lessee of the existence of such insurance with
         an insurance company licensed in the State of Florida.

                  (b)      GENERAL LIABILITY AND CASUALTY INSURANCE. Lessor
         shall obtain and maintain at it's own expense general liability and
         casualty insurance with respect to the Premises and the Equipment. The
         amount of the insurance shall be determined in the reasonable judgment
         of the Lessor. Further, Lessor shall obtain and maintain at it's own
         expense comprehensive public liability insurance against claims for
         bodily injury, death and/or property damage arising out of the use,
         ownership, possession, operation or condition of the PET Center,
         together with such other insurance as may be required by law or
         reasonably determined by Lessor.


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9.        TERMINATION.

                  (a)      BY LESSEE. This Agreement may be terminated by the
         Lessee at any time upon written notice to Lessor of such termination
         after the occurrence of any one of the following events:

                           (i)      Material breach of this Agreement by Lessor
                  that is not cured or corrected within thirty (30) days after
                  such written notice from Lessee to Lessor stating the specific
                  default or breach; or

                           (ii)     Final action by any body having jurisdiction
                  resulting in the termination of Lessor as a corporate entity,
                  or the suspension of its corporate charter; or

                           (iii)    If the Lessor shall apply for or consent to
                  the appointment of a receiver, trustee or liquidator of Lessor
                  or all or a substantial part of its assets, files a voluntary
                  petition in bankruptcy, or admits in writing; its inability to
                  pay its debts as they come due, make a general assignment for
                  the benefit of creditors or false advantage of any insolvency
                  law, or if any order, judgment or decree shall be entered by
                  any court of competent jurisdiction, on the application of
                  creditor, adjudicating the Lessor as bankrupt or insolvent or
                  approving of a petition seeking reorganization or Lessor or
                  appointment of a trust or a receiver' trustee, or liquidator
                  of Lessor or all or a substantial part of the assets of
                  Lessor; or

                           (iv)     Lessor's lease of the Premises is terminated
                  for any reason.

                  (b)      BY LESSOR. This Agreement may be terminated by Lessor
         at any time upon written notice to Lessee of such termination after the
         occurrence of any one of the following events:

                           (i)      Material breach of this Agreement by Lessee
                  that is not cured or corrected within thirty (30) days after
                  such written notice from Lessor to Lessee stating the specific
                  default or breach; or

                           (ii)     Final action by any body having jurisdiction
                  resulting in the termination of Lessee as a corporate entity,
                  or the suspension of its corporate charter; or

                           (iii)    If the Lessee shall apply for or consent to
                  the appointment of a receiver, trustee or liquidator of Lessee
                  or all or a substantial past of its assets file a voluntary
                  petition in bankruptcy, or admit in writing its inability to
                  pay its debt as they come due, make a general assignment for
                  the benefit of creditors or take advantage of any insolvency
                  law, or if any order, judgment or decree shall be entered by
                  any court of competent jurisdiction on the application of a
                  creditor, adjudicating the Lessee as bankrupt or insolvent or
                  approving of a petition seeking reorganization of Lessee or
                  appointment of a receiver, trustee, or liquidator of Lessee or
                  all or a substantial part of the assets of Lessee; or


                                      -9-
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                           (iv)     Lessor's lease of the Premises is terminated
                  for any reason.

                  (c)      LESSEE'S CONTINUING OBLIGATIONS. The parties hereto
         agree that, in the event of termination of this Agreement by Lessor
         pursuant to clause (i) of Section 9(b) hereof, Lessee's obligation to
         pay Rent for the remainder of the term of this Agreement pursuant to
         the terms of this Agreement shall continue, and Lessee shall remain
         liable to pay to Lessor all such amounts owed to Lessor which have
         accrued (whether or not invoiced) prior to such termination. This
         subsection shall not otherwise limit the remedies available to a party
         upon the breach of this Agreement by the other party.

         10.      INDEMNIFICATION.

                  (a)      INDEMNIFICATION BY LESSEE. Lessee shall indemnify,
         hold harmless and defend Lessor, its officers, directors, shareholders
         and employees from and against any and all liability, losses, damages,
         claims, causes of action and expenses (including reasonable attorneys
         fees) whether or not covered by insurance, caused or asserted to have
         been caused, directly or indirectly by or as a result of the
         performance of Lessee's obligations under this Agreement or the
         performance of any intentional acts, negligent acts, or omissions by
         any physician employed or contracted by Lessee during the term hereof.

                  (b)      INDEMNIFICATION BY LESSOR. Lessor shall indemnify,
         hold harmless and defend Lessee, its officers, directors, shareholders
         and employees from and against any and all liability, losses, damages,
         claims, causes of action, and expenses (including reasonable attorneys
         fees), whether or not covered by insurance, caused or asserted to have
         been caused, directly or indirectly, by or as a result of the
         performance of Lessor's obligations under the Agreement, or any
         intentional acts, negligent acts or omissions by Lessor, and/or its
         agents or employees and/or license holders (other than Lessee) during
         the term of this Agreement.

                  (c)      LIMITATION ON REMEDIES. Notwithstanding the foregoing
         or any other provision of this Agreement to the contrary, Lessor or
         Lessee shall not hold the other liable (and neither shall have a claim
         for indemnification from the other) for any incidental or consequential
         damages, including but not limited to lost profits.

         11.      CHANGES IN LAW. Either party shall have the right to terminate
this Agreement upon written notice to the other, without liability, if on the
advice of counsel experienced in such matters, such party determines in such
party's reasonable judgment that the terms of this Agreement are more likely
than not to be interpreted to violate an applicable law or regulation, would
jeopardize such party's status as a recipient of governmental or private funds
for the provision of health care services, or would subject the party to risk of
civil or criminal sanctions. Notwithstanding the foregoing, the parties shall
first use reasonable efforts to amend this Agreement to the extent necessary to
conform the potentially violative terms to the applicable law or regulation, and
if a party determines, in such party's reasonable judgment, that an amendment
will not result in compliance, then such party then may terminate this Agreement
as provided in the first sentence of this Section 11.

         12.      INDEPENDENT CONTRACTOR. This Agreement is not intended, and
shall not be construed, to create a joint venture, partnership or association as
between Lessor and Lessee. Each party is an independent contractor of the other.


                                      -10-
<PAGE>


         13.      TAXES. Lessee shall pay any sales taxes or other taxes that
are or may be levied by the State of Florida and local or city governments
related to the lease of the PET Services by Lessor to Lessee. Should a similar
or substitute tax be assessed, Lessee authorizes Lessor to add to the amount of
each payment of Rent due hereunder any sales, use or leasing tax that may be
imposed on or measured by such Rent. Lessor shall pay any Public Medical
Assistance Trust Fund ("PMATF") taxes or similar assessments, or other taxes
related to the technical component of PET diagnostic services provided at the
PET Center, that are or may be levied by the State of Florida and local or city
governments. Lessor also shall be responsible, at Lessor's sole cost and
expense, for any and all other taxes payable or required to be collected in
connection with the lease of the Premises, the ownership of the Equipment,
employment of the Personnel or otherwise in connection with this Agreement,
including without limitation, any personal property taxes relating to the
Equipment, Lessor's income taxes, and any tax due in connection with Lessor's
leasing from a third party of the Premises, the Equipment or the Personnel.

         14.      RECORDS MAINTENANCE AND RETENTION.

                  (a)      MAINTENANCE AND ACCESS. To the extent applicable and
         if and so long as required by law, and subject to applicable law
         regarding the privacy and confidentiality of individually identifiable
         health information, each party will comply with the requirements of 42
         U.S.C. 1395x(I), et seq., and 42 C.F.R. 420.300, et seq.. In this
         connection, each party will: (i) keep and maintain detailed records
         (including, without limitation, accounts, vouchers, receipts, invoices,
         correspondence, memoranda, drawings, and similar data, whether in
         written, printed, photocopied or electronic form or format) of all PET
         diagnostic services performed and costs incurred by Lessee and all PET
         Services leased and costs incurred by Lessor, as the case may be, under
         this Agreement; (ii) retain such records throughout the term(s) of this
         Agreement and for a four (4) year period following the expiration or
         termination of the Agreement, with or without cause; and (iii) permit
         such records to be examined by the Secretary of the U.S. Department of
         Health and Human Services, the Comptroller General of the United
         States, and/or any of the foregoing persons' duly authorized
         representatives. Each party also shall permit examination and copying
         of such records by any regulatory and health insurance authorities and
         reimbursement, agents, if such third parties require such examination
         and/or copying as a condition for advancing funds to or reimbursing
         Lessee or granting permits or approvals to the PET Center. All such
         examinations and copying will be upon such terms as Lessor or Lessee,
         as the case may be, may reasonably impose and shall be at no cost to
         the other party. The provisions set forth in this Section 14(a) will be
         included in all contracts for services entered into by Lessee relating
         to goods and services provided to it, the cost or value of which is Ten
         Thousand Dollars ($10,000.00) or more over a twelve (12) month period,
         including, without limitation, contracts for both goods and services in
         which the service component is worth Ten Thousand Dollars ($10,000.00)
         or more over a twelve (12) month period. In all events, each party will
         immediately notify the other party upon the party's receipt of any such
         request for examination or copies of such materials and any other
         books, documents and records, and will provide the other party with
         copies of any such materials simultaneously with such examination or
         any transmittal of the same in accordance with any such request.


                                      -11-
<PAGE>

                  (b)      HIPAA COMPLIANCE. Notwithstanding the provisions of
         Section 14(a) above, the disclosure of any information concerning or
         relating to any patients of Lessee for whom PET diagnostic services are
         rendered will be handled in a manner that is consistent with the
         provisions of 42 U.S.C. 1171, et seq., enacted as part of the Health
         Insurance Portability and Accountability Act of 1996, and the
         regulations promulgated thereunder.

                  (c)      SURVIVAL. The provisions of this Section 14 will
         survive the expiration or termination, with or without cause, of this
         Agreement.

         15.      COMPLETE AND ENTIRE AGREEMENT. This Agreement and the Exhibits
hereto constitute the entire agreement between the parties with respect to the
subject matter covered herein, and there are no representations, warranties or
covenants between the parties other than as specified herein. This Agreement
supersedes any and all prior agreements and understandings related to the
subject matter hereof.

         16.      ASSIGNMENTS. This Agreement may not be assigned by either
party without the prior written consent of the other party, which consent shall
not be unreasonably withheld or delayed. Any attempt to make any assignment in
violation of the provisions hereof shall be null and void.

         17.      FORCE MAJEURE. If either party's ability to perform its
obligations hereunder is limited or prevented in whole or in part due to act of
God, war, invasion, acts of foreign enemy, hostilities (whether war be declared
or not), strikes and/or industrial disputes, delay on the part of the supplier
or transportation delay, such party, without liability of any kind, shall be
excused, discharged, and released from performance to the extent such
performance is limited, delayed or prevented.

         18.      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
provisions of this Agreement or of any succeeding breach of any provision of
this Agreement.

         19.      AMENDMENT OF AGREEMENT. This Agreement shall not be altered or
amended except pursuant to any instrument or writing signed by the party against
whom enforcement is sought.

         20.      NOTICES. Except as otherwise expressly set forth herein, all
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been received when deposited in the United
States mail, certified or registered and with proper postage prepaid, or upon
delivery, when sent by overnight courier, charges prepaid, addressed to the
party for whom intended at such party's address as set forth below:

                  If to Lessee:  Daniel E. Dosoretz M.D.
                                 21st Century Oncology, Inc.
                                 2234 Colonial Blvd.
                                 Fort Myers, Florida 33908

                  If to Lessor:  Howard M. Sheridan, M.D.
                                 Radiology Regional Center, P.A.
                                 3680 Broadway
                                 Fort Myers, Florida 33901


                                      -12-
<PAGE>


Any person to whom notice or copies of notices maybe given hereunder may from
time to time change said address by written notices as provided herein.

         21.      CONFIDENTIALITY. Lessor and Lessee hereby agree to maintain in
confidence and agree not to disclose the terms and provisions of this Agreement,
except as such disclosure may be necessary to attorneys, accountants,
consultants, lenders, investors, or regulators, or pursuant to judicial order or
subpoena. In this regard, Lessor and Lessee each agree to use their good faith
efforts to prevent any and all such persons retained by them from disclosing any
information to third parties with regard to this Agreement, other than as such
disclosure may be necessary in connection with the matters expressly set forth
hereinabove.

         22.      NO REFERRALS REQUIRED. The parties agree that no part of this
Agreement shall be construed to induce or encourage the referral of patients or
the purchase of health care services or supplies. The parties acknowledge that
there is no requirement under this Agreement or any other agreement between them
that any party refer any patients to any health care provider or purchase any
health care goods or services from any source. Additionally, no payment under
this Agreement is in return for the referral of patients or in return for
purchasing or ordering services from either party or any affiliates of either
party. The parties may refer patients to any company or person providing
services and will make such referrals, if any, consistent with professional
medical judgment and the needs and wishes of the relevant patients.

         23.      MISCELLANEOUS.

                  (a)      GOVERNING LAW; VENUE; TIME OF THE ESSENCE. This
         Agreement and the rights of the parties hereunder shall be governed by
         and interpreted in accordance with the laws of the State of Florida.
         Venue for any action, suit or proceeding, including arbitration arising
         out of, under, or in connection with this Agreement shall be brought in
         Lee County, Florida. Time shall be of essence as to all provisions in
         this Agreement.

                  (b)      BINDING EFFECT. Except as herein otherwise
         specifically provided, this Agreement shall be binding upon and inure
         to the benefit of the Lessor, the Lessee and their legal
         representatives, administrators, successors and permitted assigns.

                  (c)      ATTORNEYS FEES. In the event that either party must
         engage legal counsel to undertake litigation or arbitration to enforce
         or interpret its rights or obligations hereunder, the losing party in
         such legal proceeding or arbitration, as the case may be, shall pay all
         attorneys' fees and other costs of enforcement, including but not
         limited to paralegals' fees and out-of-pocket advances and
         disbursements.

                  (d)      SEVERABILITY. If any provision of this Agreement is
         held to be invalid, illegal or unenforceable, then that provision shall
         be reformed to the maximum extent permitted to preserve the parties'
         original intent as agreed by the parties; failing which, such provision
         shall be severed from this Agreement with the balance of the Agreement
         continuing in full force and


                                      -13-
<PAGE>

         effect. Such occurrence shall not have the effect of rendering the
         provision in question invalid in any other jurisdiction or in any other
         case or circumstance, or of rendering invalid any other provisions of
         this Agreement to the extent that such other provisions are not
         themselves actually in conflict with any applicable Law.

                  (e)      FURTHER DOCUMENTATION. Each of the parties hereto
         agrees to execute any document or documents that may be requested from
         time to time by the other party to implement or complete such party's
         obligations pursuant to this Agreement and to otherwise cooperate fully
         with such other party in connection with the performance of such
         party's obligations hereunder.

                  (f)      ARBITRATION. Any dispute arising under this Agreement
         shall be settled by arbitration under the rules and under the auspices
         of the American Health Lawyers Association ("AHLA"). All arbitration
         proceedings shall be conducted in Lee county, Florida. The cost of
         obtaining such arbitration proceeding, including, without imitation,
         fees to AHLA and the selected arbitrators, shall be borne entirely by
         the losing party.

                  (g)      RADON GAS. Pursuant to Section 404.056(5), Florida
         Statutes, the following disclosure is made: "RADON GAS: Radon is a
         naturally occurring radioactive gas that, when it has accumulated in a
         building in sufficient quantities, may present health risks to persons
         who are exposed to it over time. Levels of radon that exceed Federal
         and State guidelines have been found in buildings in Florida.
         Additional information regarding radon and radon testing may be
         obtained from your County health department."

                  (h)      CAPTIONS/INTERPRETATION. Captions contained in this
         Agreement are inserted only as a matter of convenience and in no way
         define, limit or extend the scope or intent of this Agreement or any
         provision thereof. This Agreement shall not be construed more strongly
         against any party regardless of who is responsible for its preparation.

                  (i)      COUNTERPARTS. This Agreement may be executed in
         several counterparts, and all so executed shall constitute one
         Agreement, binding on all parties hereto.



                            [Signature Page Follows]



                                      -14-
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this PET Services Office,
Equipment and Personnel Lease Agreement the day, month, and year first above
written.

LESSEE:                         21st CENTURY ONCOLOGY, INC.


                                By: /s/ Daniel E. Dosoretz
                                   -------------------------------------------

                                Its: President and CEO
                                    ------------------------------------------

LESSOR:                         RADIOLOGY REGIONAL CENTER, P.A.

                                By: /s/ Howard M. Sheridan
                                   -------------------------------------------

                                Its: Managing Partner
                                    ------------------------------------------



                                      -15-
<PAGE>


                                    EXHIBIT B

                                    EQUIPMENT

                        ECAT Exact PET System
                        Sublimal Dye & Film Imager
                        Uninterruptible Power Supply
                        Isolation Transformer
                        Gantry Air/Water Chiller
                        Ultrasparc Display Workstation
                        Kodak Pacs Link Print Connection
                        Ancillary Medical and Business Equipment
                        Office Furniture, including desks and chairs utilized by
                        Personnel, waiting room furniture and furnishings


<PAGE>


                                    EXHIBIT C

                                   PERSONNEL

                        Supervisory Staff
                        Nuclear Medicine Technologist
                        Paramedic
                        Receptionist
                        Film Library Staff
                        Courier with vehicle
                        Schedulers
                        Transcriptionists
                        Qualified Physician

         The "qualified physician" mentioned above will be a radiologist who is
         appropriately licensed, trained and certified to provide PET diagnostic
         services. Lessee will engage the physician during each Scheduled Time
         pursuant to a separate agreement, which will specify the physician's
         duties, the time schedule of such engagement and such other matters as
         the parties deem appropriate. Lessee will provide Lessor with written
         information regarding the compensation paid and to be paid by Lessee to
         such physician.

<PAGE>
                                   EXHIBIT D

              SCHEDULED TIMES AND RENTAL RATES; SUPPLY EXCEPTIONS

SCHEDULED TIMES:

Scheduled Times will be the following one hour periods beginning at the times
specified as follows:

Starting Date October 1, 2002 through December 31, 2002
From       a.m./p.m. to      a.m./p.m. on Monday.
From       a.m./p.m. to      a.m./p.m. on Tuesday.
From  8:00 a.m./p.m. to      a.m./p.m. on Wednesday.
From       a.m./p.m. to      a.m./p.m. on Thursday.
From       a.m./p.m. to 1:00 a.m./p.m. Friday.

January 1, 2003 through April 30, 2003
From       a.m./p.m. to      a.m./p.m. on Monday.
From 10:00 a.m./p.m. to      a.m./p.m. on Tuesday.
From 8:00  a.m./p.m. to      a.m./p.m. on Wednesday.
From 10:00 a.m./p.m. to      a.m./p.m. on Thursday.
From       a.m./p.m. to 1:00 a.m./p.m. Friday.

May 1, 2003 through September 30, 2003
From       a.m./p.m. to      a.m./p.m. on Monday.
From       a.m./p.m. to      a.m./p.m. on Tuesday.
From  8:00 a.m./p.m. to      a.m./p.m. on Wednesday.
From       a.m./p.m. to      a.m./p.m. on Thursday.
From       a.m./p.m. to 1:00 a.m./p.m. Friday.

At the end of each one-year period during the initial term, and at the end of
each year of any renewal term, if any, the parties will evaluate the Lessee's
needs for remaining portion of the initial term or the subsequent one-year
period, as applicable, and the number of Scheduled Times may be expanded by
mutual consent and dependent upon availability for the successive period as of
the start of such successive period. At any time, by mutual consent, the parties
may agree to revise the specified hours within a week, though the number of
hours each week will remain constant.


RENT:

Rent at Eight Hundred Dollars ($800.00) per hour of Scheduled Time. Based upon
the Scheduled Times specified above, the aggregate Rent to be paid each month
during the period October 1, 2002 through September 30, 2003 and, at a minimum
thereafter, shall be $9,066.66
<PAGE>


((136 x $800)/12), plus applicable sales tax.



SUPPLY EXCEPTIONS:

         Billed monthly by Lessor to Lessee, at Lessor's cost including
         applicable sales tax, and payable by Lessee within ten (10) days after
         receipt of Lessor's invoice, of amount of supply actually used by
         Lessee, including:

                  Injectable Radiopharmaceutical Diagnostic Imaging Agent
                  [Currently F-18 Fluorodeoxyglucose (FDG), HCPCS code A4641]

If a supply invoice is not paid within ten (10) days of receipt, then Lessor
shall impose a late fee equal to five percent (5%) of the amount of the past due
supply invoice.


                                      -20-


<PAGE>


      AMENDMENT 1 TO RRC/21ST CENTURY ONCOLOGY, INC., PET SERVICES, OFFICE,
               EQUIPMENT AND PERSONNEL LEASE AGREEMENT GOODLETTE


         THIS AMENDMENT NUMBER 1 IS MADE THIS __TH DAY OF SEPTEMBER, 2003 TO THE
OFFICE, EQUIPMENT AND PERSONNEL LEASE AGREEMENT ("AGREEMENT") ORIGINALLY ENTERED
INTO AS OF OCTOBER 1, 2001, BY AND BETWEEN RADIOLOGY REGIONAL CENTER, P.A.,
("LESSOR") AND 21ST CENTURY ONCOLOGY, INC. ("LESSEE").


WITNESS:

         WHEREAS, AGREEMENT CARRIES A RENEWAL TERM SET TO EXPIRE ON SEPTEMBER
30, 2003; AND,

         WHEREAS, AGREEMENT HAS BEEN IN FULL FORCE AND EFFECT FOR ONE FULL YEAR;
AND,

         NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE
MUTUAL COVENANTS, TERMS AND CONDITIONS, AND AGREEMENTS HEREAFTER PROVIDED, THE
PARTIES MUTUALLY AGREE TO AMEND AND RENEW AGREEMENT AS FOLLOWS:

         The term of the Agreement is hereby extended to September 30, 2004.

         Rent is $750.00 Seven Hundred Fifty Dollars per hour. Based upon the
         scheduled Times specified in Exhibit D, the aggregate Rent to be paid
         for each week during the period beginning October 1, 2003 and ending
         December 31, 2003, Fifteen Hundred Dollars ($1,500.00), plus applicable
         sales tax. For each week from January 1, 2004 through April 30, 2004,
         inclusive, Three Thousand Dollars ($3,000.00), plus applicable sales
         tax. For each week from May 3, 2004 through September 30, 2004,
         inclusive, Fifteen Hundred Dollars ($1,500.00), plus applicable sales
         tax.

         Billed monthly by Lessor to Lessee, and payable by Lessee within ten
         (10) days after receipt of Lessor's invoice, at cost of amount of
         supply actually used by Lessee, limited to F-l8
         Fluorodeoxyglucose(FDG).

IN WITNESS WHEREOF, the parties have executed this Amendment the day, month and
year first above written.

                                        LESSEE:
                                        21ST CENTURY ONCOLOGY, INC.


                                        BY: Daniel E. Dosoretz
                                           --------------------------------
                                        ITS:
                                           --------------------------------
                                        LESSOR:
                                        RADIOLOGY REGIONAL CENTER, PA.




                                        BY:
                                           --------------------------------
                                        ITS:
                                           --------------------------------
<PAGE>
                                   EXHIBIT D

              SCHEDULED TIMES AND RENTAL RATES; SUPPLY EXCEPTIONS

SCHEDULED TIMES:

Scheduled Times will be the following hours on the following days each week:

October 1, 2003 through December 31, 3003

From _____ a.m./p.m. to ____ a.m./p.m. on Monday.
From _____ a.m./p.m. to ____ a.m./p.m. on Tuesday.
From  8:00 a.m./p.m. to ____ a.m./p.m. on Wednesday.
From _____ a.m./p.m. to ____ a.m./p.m. on Thursday.
From _____ a.m./p.m. to 1:00 a.m./p.m. on Friday.

January 1, 2004 through April 30, 2004

From _____ a.m./p.m. to ____ a.m./p.m. on Monday.
From 10:00 a.m./p.m. to ____ a.m./p.m. on Tuesday.
From  8:00 a.m./p.m. to ____ a.m./p.m. on Wednesday.
From 10:00 a.m./p.m. to ____ a.m./p.m. on Thursday.
From _____ a.m./p.m. to 1:00 a.m./p.m. on Friday.

May 3, 2004 through September 30, 2004

From _____ a.m./p.m. to ____ a.m./p.m. on Monday.
From _____ a.m./p.m. to ____ a.m./p.m. on Tuesday.
From  8:00 a.m./p.m. to ____ a.m./p.m. on Wednesday.
From _____ a.m./p.m. to ____ a.m./p.m. on Thursday.
From _____ a.m./p.m. to 1:00 a.m./p.m. on Friday.

At the end of each one-year period during the initial term, and for each
one-year renewal term, if any, the parties will evaluate the Lessee's needs for
the subsequent one-year period, and the number of Scheduled Time may be changed
for the subsequent one-year period, as of the start of the next one-year period
(commencing on the applicable anniversary of the Starting Date).